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                             September 20, 2021

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

                                                        Re: PowerUp Acquisition
Corp.
                                                            Amended Draft
Registration Statement on Form S-1
                                                            Submitted September
7, 2021
                                                            CIK 0001847345

       Dear Mr. Tretton:

             We have reviewed your amended 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.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Capitalization, page 67

   1.                                                   Your "As Adjusted"
column includes a warrant liability to account for the 6,003,333
                                                        private warrants to be
issued in connection with this offering in accordance with ASC
                                                        815-40. We note that in
the prior amendment, this warrant liability also included the
                                                        10,000,000 public
warrants included as part of the units. Please clarify your expected
                                                        accounting treatment
for the public warrants to be issued as part of the units. To the
                                                        extent that you have
determined that the public warrants will be equity-classified, please
                                                        clarify whether the
related warrant agreements contain any of the provisions addressed in
                                                        the Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by
                                                        Special Purpose
Acquisition Companies issued on April 12, 2021 and how these
 Jack Tretton
PowerUp Acquisition Corp.
September 20, 2021
Page 2
      provisions impacted your accounting determination. To the extent you have
amended your
      warrant agreements to remove any problematic provisions that would
trigger liability
      classification, please confirm as such.
       You may contact Mary Mast at 202-551-3613 or Angela Connell at
202-551-3426 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
September 20, 2021 Page 2
cc:       Ari Edelman, Esq.
FirstName LastName