POWERUP ACQUISITION CORP.
188 Grand Street, Unit #195
New York, NY 10013
February 15, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Alan Campbell
| Re: | PowerUp Acquisition Corp. | |
| Registration Statement on Form S-1, as Amended | ||
| Filed: December 30, 2021 | ||
| File No. 333-261941 |
Dear Alan Campbell:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, PowerUp Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on February 17, 2022, or as soon as thereafter practicable.
| Very truly yours, | |
| /s/ Jack Tretton | |
| Jack Tretton | |
| Chief Executive Officer |
| cc: | McDermott Will & Emery LLP Proskauer Rose LLP |
