Form RW - Registration Withdrawal Request
August 02 2024 - 4:05PM
Edgar (US Regulatory)
August
2, 2024
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Lauren Hamill, Tim Buchmiller,
Tara
Harkins, and Vanessa Robertson
Re: |
PowerUp
Acquisition Corp.
Registration
Statement on Form S-4
Originally
Filed January 26, 2024
File No.
333-276727 |
Dear
Ms. Hamill, Mr. Buchmiller, Ms. Harkins and Ms. Robertson:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), PowerUp Acquisition Corp. (the
“Registrant”) hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”)
consent to the withdrawal, effective as of the date hereof, of the Registrant’s Registration Statement on Form S-4 (File No.
333-276727), together with all exhibits and amendments thereto, initially filed to the Commission on January 26, 2024 (the “Registration
Statement”).
The
Registrant is seeking withdrawal of the Registration Statement because the Agreement and Plan of Merger, dated December 26, 2023, and
as amended to date, among the Registrant, PowerUp Merger Sub, Inc., SRIRAMA Associates, LLC, Ryan Bleeks, and Visiox Pharmaceuticals,
Inc., to which the Registration Statement relates, has been terminated and the Registrant no longer plans to consummate the transactions
described in the Registration Statement, as reported in the Registrant’s Current Report on Form 8-K, filed with the Commission
on July 23, 2024. Accordingly, the Registrant will not proceed with the issuance of the securities that were the subject of the Registration
Statement. Because the proposed issuance of securities under the Registration Statement will not occur, the Registrant believes that
the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated
by Rule 477 promulgated under the Securities Act. The Registrant hereby confirms that the Registration Statement has not been declared
effective and that no securities have been sold thereunder.
The
Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration
Statement. However, the Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission
in connection with the filing of the Registration Statement be credited for future use by the Registrant.
The
Registrant hereby respectfully requests that the withdrawal of the Registration Statement be effective as of the date hereof and requests
that a written order granting the withdrawal of Registration Statement be issued by the Commission as soon as reasonably possible.
|
Sincerely, |
|
|
|
|
By: |
/s/
Surendra Ajjarapu |
|
Name: |
Surendra
Ajjarapu |
|
Title: |
Chief
Executive Officer |
cc: |
Kate
Bechen, Dykema Gossett PLLC |
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