February 15, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Alan Campbell

Re:	PowerUp Acquisition Corp.
	Registration Statement on Form S-1
	Filed on December 30, 2021, as amended
	File No. 333-261941

Dear Mr. Campbell,

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of PowerUp Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 17, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 300 copies of the Preliminary Prospectus dated February 14, 2022 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
On behalf of themselves and the several underwriters
By:	/s/ Pavan Bellur
	Name: Pavan Bellur
	Title: Managing Director

[Signature Page to Acceleration Request]