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                               April 12, 2021

       Jack Tretton
       Executive Chairman
       PowerUp Acquisition Corp.
       199 Water Street
       New York, NY 10038

                                                        Re: PowerUp Acquisition
Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 16,
2021
                                                            CIK 0001847345

       Dear Mr. Tretton:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Summary, page 5

   1.                                                   Please revise your
Summary to discuss the potential conflicts of interest arising from (i)
                                                        the difference in price
per share paid for founders shares and public shares and (ii) the fact
                                                        that founders shares
and warrants will become worthless if you do not enter into a
                                                        business combination.
Please disclose in quantitative and qualitative terms how economic
                                                        incentives could result
in substantial misalignment of interests where an initial business
                                                        combination does occur.
For example, since your sponsor acquired a 20% stake for
                                                        approximately $0.003
per share and the offering is for $10.00 a share, your sponsor and its
                                                        affiliates could make a
substantial profit after the initial business combination even if
                                                        public investors
experience substantial losses. Please revise here and in Risk Factors
 Jack Tretton
FirstName   LastNameJack  Tretton
PowerUp Acquisition    Corp.
Comapany
April       NamePowerUp Acquisition Corp.
       12, 2021
April 212, 2021 Page 2
Page
FirstName LastName
         accordingly.
Founder shares conversion and anti-dilution rights, page 15

2.       We note your disclosure that the number of Class A ordinary shares
issuable upon
         conversion of all founder shares will equal, in the aggregate, on an
as-converted
         basis, 20% of the sum of (i) all ordinary shares issued and
outstanding upon the
         completion of this offering plus (ii) all Class A ordinary shares and
equity-linked
         securities deemed issued in your initial business combination,
excluding shares issued to
         the seller or shares underlying private placement warrants that are
issued to related parties
         upon conversion of working capital loans. Please clarify whether the
number of shares
         redeemed by public shareholders will also be excluded from this
calculation.
Private placement warrants, page 16

3.       Please revise this section to discuss the potential dilutive effects
of the private placement
         warrants to investors in the offering.
Manner of conducting redemptions, page 19

4.       Please revise here and throughout, where appropriate, to disclose
whether public
         shareholders that abstain from voting on the proposed transaction will
be able to redeem
         their shares.
Redemption of public shares and distribution and liquidation if no initial
business combination,
page 23

5.       Please expand your disclosure here and throughout, where appropriate,
to clarify whether
         the 24-month time period for an initial business combination can be
extended. To the
         extent the 24-month time period can be extended, please also clarify
how you may extend
         the time period and whether stockholders may redeem their shares in
connection with any
         proposal to extend it.
Summary Financial Data, page 27

6.       Disclose how the amounts in the "As Adjusted" column are derived.
 Jack Tretton
PowerUp Acquisition Corp.
April 12, 2021
Page 3

       You may contact Tracey McKoy at 202-551-3772 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any
other
questions.



                                                        Sincerely,
FirstName LastNameJack Tretton
                                                        Division of Corporation
Finance
Comapany NamePowerUp Acquisition Corp.
                                                        Office of Life Sciences
April 12, 2021 Page 3
cc:       Ari Edelman, Esq.
FirstName LastName