Corporate Actions - Aspire Biopharma Holdings, Inc. completed a Reverse Acquisition on February 17, 2025, changing its name from PowerUp Acquisition Corp.[150] - The Reverse Acquisition on February 17, 2025, resulted in Aspire Biopharma, Inc becoming a wholly owned subsidiary of New Aspire, with stockholders receiving shares valued at $350 million[183]. - The Reverse Acquisition was treated as a reverse recapitalization, with Aspire recognized as the accounting acquirer for financial reporting purposes[191]. Product Development - The company plans to submit a 505(b)(2) New Drug Application (NDA) for its high-dose sublingual aspirin product in early 2026, following positive clinical trial results[154][165]. - A clinical trial in July 2025 demonstrated that Aspire's sublingual delivery technology provides faster aspirin bioavailability compared to standard oral tablets[154]. - Aspire has developed a sublingual melatonin sleep-aid product in 3mg, 5mg, and 10mg doses and is exploring licensing possibilities[167]. - The company is also developing sublingually administered vitamins D, E, and K, with plans to patent these formulations[168]. - Aspire is developing a sublingual semaglutide product, with a market timeline of 2-3 years for FDA approval[169]. - Aspire's caffeine products include a single dose sublingual pre-workout supplement and a coffee/soda replacement, with initial sales expected in Q3 2025[170]. - The company is exploring formulations for various drugs, including anti-nausea and anti-psychotic products, leveraging its sublingual administration technology[171]. Intellectual Property - The company has filed patent applications for its new sublingual delivery technologies, including a high-dose version of its aspirin product[159]. - Aspire's patent applications for its sublingual absorption technology have nominal expirations in 2044 and 2045, covering formulations and uses[177]. Market Strategy - Aspire's aspirin product aims to target the heart attack and stroke prevention market, leveraging its rapid absorption technology to mitigate gastrointestinal side effects[160]. - Aspire's strategy includes potential licensing or collaboration agreements to generate revenue through development funding and milestone payments[151]. - Aspire faces competition from larger biopharmaceutical companies with greater resources and experience in drug development and commercialization[173]. - The company anticipates that its products will compete based on efficacy, safety, convenience, and price, with a premium pricing strategy over generics[175]. - Aspire's aspirin products will compete with established brands like Bayer and Advil, with no current sublingual aspirin products on the market[176]. Financial Performance - For the three months ended September 30, 2025, the company reported net revenue of $1,941,000, with a cost of goods sold of $1,057,000, resulting in a gross profit of $884,000[234]. - General and administrative expenses for the three months ended September 30, 2025, were $512,993, an increase of $321,415 compared to $191,578 for the same period in 2024[236]. - Research and development expenses for the three months ended September 30, 2025, were $207,899, reflecting a significant increase of $200,899 from $7,000 in the prior year[237]. - Sales and marketing expenses for the three months ended September 30, 2025, totaled $425,489, up $408,811 from $16,678 in the same period of 2024[238]. - The company incurred an interest expense of $1,480,058 for the three months ended September 30, 2025, primarily due to the accrual of interest on convertible notes and related party debt[239]. - The company reported a net loss of $1,850,493 for the three months ended September 30, 2025, compared to a net loss of $216,269 for the same period in 2024, reflecting an increase in losses of $1,634,224[234]. - The loss from operations for the nine months ended September 30, 2025, was $17,501,867, compared to a loss of $543,149 for the same period in 2024, indicating an increase of $16,958,718[240]. - As of September 30, 2025, the company had an accumulated deficit of $22,550,347 and a working capital deficit of $11,457,377, with cash reserves of $1,948,271[248]. Financing Activities - Aspire issued $3.75 million in senior secured convertible debentures under a Securities Purchase Agreement, with a conversion price tied to the stock's trading price[188]. - The Company entered into an Equity Line of Credit Agreement allowing it to direct Arena to purchase up to $100,000,000 in common stock, with a purchase price set at 96% of the VWAP, subject to a floor price of $4.00 per share[192]. - The Company issued 1,893,473 ELOC Commitment Shares to Arena, with 786,946 being freely tradable under a leak out agreement limiting sales to 15% of daily trading volume[194]. - The Company incurred debt issuance costs of $907,500 related to the August 2025 Notes, which have a principal amount of $9,687,500 and a maturity date of February 19, 2026[199]. - The company raised approximately $265,827 in February 2025 and $7,750,000 in August 2025, with plans to raise up to $100,000,000 through an ELOC agreement[249]. - Net cash provided by financing activities was $5,940,286 for the nine months ended September 30, 2025, a significant increase from $750,122 in the prior year[253]. Compliance and Regulatory Issues - The Company received two compliance deficiency notices from Nasdaq regarding a Market Value of Listed Securities below $50,000,000 and a bid price below $1.00 per share[203][204]. - The Company did not regain compliance with Nasdaq listing rules, leading to a notification of potential delisting on October 15, 2025[205]. - Management has raised substantial doubt about the company's ability to continue as a going concern for the next twelve months due to liquidity concerns[250]. Operating Expenses - Operating expenses are classified into general and administrative, research and development, and sales and marketing expenses[214]. - For the nine months ended September 30, 2025, general and administrative expenses reached $15,982,233, a substantial increase of $15,571,428 from $410,805 in the same period of 2024[242]. - Research and development expenses for the nine months ended September 30, 2025, were $823,879, compared to $28,000 for the same period in 2024, indicating a rise of $795,879[243]. - Sales and marketing expenses for the nine months ended September 30, 2025, were $696,639, a significant increase of $592,295 compared to $104,344 for the same period in 2024[244]. - Interest expense for the nine months ended September 30, 2025, totaled $2,297,882, primarily due to the accrual of interest on convertible notes and related party debt[245]. - The change in fair value of derivative liabilities and convertible notes was $390,744 for the nine months ended September 30, 2025[246]. - The company recorded a loss of $364,109 on extinguishment of debt for the nine months ended September 30, 2025, related to the amendment of the Blackstone Note[247].

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited interim financial information, including statements, notes, and management's analysis of financial condition and operations [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Aspire Biopharma Holdings, Inc. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's organization, liquidity, significant accounting policies, and recent financial transactions [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20(Unaudited)%20and%20December%2031%2C%202024) This table presents the unaudited consolidated balance sheets, detailing assets, liabilities, and shareholders' deficit as of June 30, 2025, and December 31, 2024 | ASSETS/LIABILITIES | June 30, 2025 ($) | December 31, 2024 ($) | | :----------------- | :------------ | :---------------- | | Cash | $206,233 | $3,633 | | Total current assets | $989,422 | $147,989 | | Total assets | $989,422 | $147,989 | | Total current liabilities | $10,556,922 | $1,688,077 | | Total liabilities | $10,606,207 | $1,688,077 | | Total shareholders' deficit | $(9,616,785) | $(1,540,088) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) This section provides the unaudited consolidated statements of operations, detailing revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 Operating Metrics (Three Months Ended June 30) | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | | :------------------------- | :------------------------------- | :------------------------------- | | General and administrative | $395,692 | $86,423 | | Research and development | $352,887 | $10,500 | | Sales and Marketing | $51,311 | $- | | Total operating expenses | $(799,890) | $(96,923) | | Interest expense | $(527,893) | $- | | Change in fair value of derivative liability | $(289,401) | $- | | Loss on extinguishment of debt | $(364,109) | $- | | Net loss | $(1,981,293) | $(96,923) | | Basic and diluted net (loss) income per share | $(0.04) | $(0.00) | Operating Metrics (Six Months Ended June 30) | Metric | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------------------- | :----------------------------- | :----------------------------- | | General and administrative | $15,469,240 | $219,227 | | Research and development | $615,980 | $21,000 | | Sales and Marketing | $271,150 | $87,666 | | Total operating expenses | $(16,356,370) | $(327,893) | | Interest expense | $(817,824) | $- | | Change in fair value of derivative liability | $(384,318) | $- | | Loss on extinguishment of debt | $(364,109) | $- | | Net loss | $(17,922,621) | $(327,893) | | Basic and diluted net (loss) income per share | $(0.41) | $(0.01) | [Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) This section outlines changes in shareholders' deficit, including common stock, additional paid-in capital, and accumulated deficit for the periods ended June 30, 2025 and 2024 | Item | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Class A Common Stock Shares | 49,525,970 | 27,601,767 | | Class A Common Stock Amount ($) | $4,953 | $2,760 | | Additional Paid-in Capital ($) | $11,078,116 | $1,234,385 | | Accumulated Deficit ($) | $(20,699,854) | $(2,777,233) | | Total Shareholders' Deficit ($) | $(9,616,785) | $(1,540,088) | - The accumulated deficit significantly increased from **$(2,777,233)** at January 1, 2025, to **$(20,699,854)** at June 30, 2025, primarily due to a net loss of **$(15,941,328)** for the period ending March 31, 2025, and an additional net loss of **$(1,981,293)** for the subsequent three months[15](index=15&type=chunk) - Stock-based compensation of **$14,131,250** was recognized for the six months ended June 30, 2025, contributing to the increase in additional paid-in capital[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) This section details the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :----------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(2,891,838) | $(249,215) | | Net cash provided by financing activities | $3,094,438 | $257,645 | | Net change in cash | $202,600 | $8,430 | | Cash, beginning of the period | $3,633 | $11,174 | | Cash, end of the period | $206,233 | $19,604 | - Noncash activities for the six months ended June 30, 2025, included **$14,448,500** for the issuance of Class A ordinary shares for services[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements, covering significant accounting policies and financial transactions [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes the Company's incorporation, business focus on novel sublingual delivery mechanisms, and recent corporate transactions - Aspire Biopharma Holdings, Inc. was incorporated in Delaware in **February 2025** and is an early-stage biopharmaceutical company focused on developing and marketing novel sublingual delivery mechanisms for drugs and supplements[22](index=22&type=chunk) - The Company consummated a Business Combination on February 17, 2025, with PowerUp Acquisition Corp., which subsequently changed its name to Aspire Biopharma Holdings, Inc[24](index=24&type=chunk) - A wholly-owned subsidiary, Buzz Bomb Caffeine Co. LC, was formed on May 5, 2025[24](index=24&type=chunk) [NOTE 2. LIQUIDITY AND GOING CONCERN](index=8&type=section&id=NOTE%202.%20LIQUIDITY%20AND%20GOING%20CONCERN) This note addresses the Company's financial position, including accumulated deficit and working capital, and management's assessment of its ability to continue as a going concern - As of June 30, 2025, the Company had an accumulated deficit of **$20,699,854**, a working capital deficit of **$9,567,500**, and cash of **$206,233**[25](index=25&type=chunk) - The Company received approximately **$265,827** in proceeds from the Business Combination and an additional **$3,000,000** post-combination, but requires additional financing for future capital requirements[26](index=26&type=chunk) - Management has determined that the Company's liquidity condition raises **substantial doubt** about its ability to continue as a going concern through the **next twelve months**[27](index=27&type=chunk) [NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=NOTE%203.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing the financial statements, including GAAP compliance and critical estimates - The financial statements are prepared in accordance with U.S. GAAP for interim financial information, condensing certain disclosures as permitted by SEC rules[28](index=28&type=chunk) - The Company is an **emerging growth company** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[31](index=31&type=chunk) - Management makes significant estimates and assumptions, particularly for the fair value of subscription agreements and convertible notes, which could differ from actual results[34](index=34&type=chunk) - The Company operates as a single reportable segment, with the Chief Executive Officer (CODM) reviewing overall assets, operating results, and financial metrics[35](index=35&type=chunk) [NOTE 4. RECAPITALIZATION](index=14&type=section&id=NOTE%204.%20RECAPITALIZATION) This note details the Business Combination with PowerUp Acquisition Corp., its accounting treatment as a reverse recapitalization, and the resulting share structure - On **February 17, 2025**, PowerUp Acquisition Corp. completed a Business Combination with Aspire Biopharma, Inc., resulting in PowerUp changing its name to Aspire Biopharma Holdings, Inc[24](index=24&type=chunk)[62](index=62&type=chunk) - The Business Combination was accounted for as a reverse recapitalization, with Aspire Biopharma, Inc. treated as the accounting acquirer, and PowerUp as the acquired company for financial reporting purposes[65](index=65&type=chunk)[66](index=66&type=chunk) | Item | Amount ($) | | :------------------------------------ | :----------- | | Gross proceeds from Business Combination | $811,370 | | Less: transaction costs, paid | $(545,543) | | Net proceeds from the Business Combination | $265,827 | | Reverse recapitalization, net | $(4,602,576) | - Immediately after the Business Combination, **46,007,497 shares** of Class A and B Common Stock were outstanding[69](index=69&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions with related parties, including assumed liabilities, subscription agreement loans, and promissory notes - The Company assumed **$499,214** in liabilities related to working capital loans from the New Sponsor and affiliates at the close of the Business Combination[77](index=77&type=chunk) - At June 30, 2025, **$1,500,000** from First and Second Subscription Agreements is included in the subscription agreement loan balance[82](index=82&type=chunk) - A Promissory Note Fee of **$1,000,000** to the Sponsor for taking a significant risk on behalf of the Company is outstanding and payable as of June 30, 2025[84](index=84&type=chunk) - Total notes payable to related parties, inclusive of unamortized debt discount, amounted to **$1,331,357** at June 30, 2025, up from **$1,266,832** at December 31, 2024[85](index=85&type=chunk) [NOTE 6. NOTES PAYABLE](index=20&type=section&id=NOTE%206.%20NOTES%20PAYABLE) This note provides details on the Company's non-convertible notes payable, including outstanding balances, interest expense, and maturity date extensions - Aspire Biopharma, Inc. issued several non-convertible **20% OID** notes payable to related parties for working capital, with total outstanding balances of **$1,331,356** at June 30, 2025[86](index=86&type=chunk)[93](index=93&type=chunk) - For the three and six months ended June 30, 2025, total amortized debt discount included in interest expense was **$68,733** and **$139,052**, respectively, for the September 27, 2024 notes[86](index=86&type=chunk) - Some notes' maturity dates were extended to September 10, 2025, pursuant to a Settlement Agreement[86](index=86&type=chunk)[87](index=87&type=chunk) [NOTE 7. SUBSCRIPTION AGREEMENT LOANS](index=22&type=section&id=NOTE%207.%20SUBSCRIPTION%20AGREEMENT%20LOANS) This note describes amendments to subscription agreements, the recording of a loss on extinguishment of debt, and the fair value of outstanding subscription agreement loans - The Blackstone Subscription Agreement was amended in **April 2025** to extend the maturity date to **August 15, 2025**, and included a **$60,000** addition to principal for a waiver of default rights[94](index=94&type=chunk) - A loss on extinguishment of debt of **$364,109** was recorded for the three and six months ended June 30, 2025, due to the amendment of the Blackstone Note[94](index=94&type=chunk) - At June 30, 2025, the total fair value of subscription agreement loans was **$2,025,344**, including **$1,500,000** from the First and Second Subscription Agreements[94](index=94&type=chunk)[95](index=95&type=chunk) [NOTE 8. CONVERTIBLE NOTES](index=22&type=section&id=NOTE%208.%20CONVERTIBLE%20NOTES) This note details the issuance of senior secured convertible debentures, their conversion terms, fair value, and associated interest and fair value change expenses - On **February 17, 2025**, the Company issued **20% original issue discount** senior secured convertible debentures with an aggregate principal amount of **$3,750,000**[96](index=96&type=chunk) - The conversion price for these debentures is **92.5%** of the lowest daily VWAP, with a floor price of **$4.00 per share**[96](index=96&type=chunk) - At June 30, 2025, the fair value of these Convertible Notes was **$3,617,508**[97](index=97&type=chunk) - For the three and six months ended June 30, 2025, interest expense included **$187,500** and **$274,038**, respectively, from debt discount amortization, and changes in fair value of **$254,654** and **$343,470**, respectively, were recognized[97](index=97&type=chunk) [NOTE 9. COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=NOTE%209.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the Company's registration rights agreements, the Equity Line of Credit agreement, and the forward purchase agreement liability - The Company has registration rights agreements for Private Placement Warrants and warrants from working capital loans[98](index=98&type=chunk) - An Equity Line of Credit (ELOC) Agreement was entered into on **February 13, 2025**, allowing Arena to purchase up to **$100,000,000** in common stock, with **2,000,000 Commitment Fee Shares** issued to Arena[99](index=99&type=chunk) - At June 30, 2025, a forward purchase agreement liability of **$49,285** was included on the balance sheet, with a gain of **$18** and a loss of **$251** recognized in fair value changes for the three and six months ended June 30, 2025, respectively[100](index=100&type=chunk) [NOTE 10. SHAREHOLDERS' DEFICIT](index=23&type=section&id=NOTE%2010.%20SHAREHOLDERS'%20DEFICIT) This note details changes in Class A common stock, outstanding warrants, stock-based compensation, and the conversion of Aspire Biopharma Inc. warrants - As of June 30, 2025, there were **49,525,970 shares** of Class A common stock issued and outstanding, an increase from **27,601,767 shares** at December 31, 2024[102](index=102&type=chunk) - The Company has **14,374,969 Public Warrants** and **9,763,333 Private Placement Warrants** outstanding as of June 30, 2025, which are equity classified[103](index=103&type=chunk)[107](index=107&type=chunk) - Stock-based compensation of **$14,131,250** was recognized in **February 2025** for **1,662,500 shares** issued to an advisory firm upon consummation of the Business Combination[108](index=108&type=chunk) - Aspire Biopharma Inc. warrants totaling **91,500,000** were converted into **5,735,717 Class A common stock** of the Company on **January 21, 2025**[109](index=109&type=chunk) [NOTE 11. FAIR VALUE MEASUREMENTS](index=24&type=section&id=NOTE%2011.%20FAIR%20VALUE%20MEASUREMENTS) This note explains the Company's classification of financial instruments within a three-level fair value hierarchy and the valuation methods used for Level 3 liabilities - The Company classifies financial assets and liabilities into a three-level fair value hierarchy based on the observability of inputs[110](index=110&type=chunk)[111](index=111&type=chunk) | Liabilities (June 30, 2025) | Level | Unobservable Inputs (Level 3) ($) | | :-------------------------- | :---- | :---------------------------- | | Subscription financial liabilities | 3 | $2,025,344 | | Convertible Notes | 3 | $3,617,508 | | Loan and Transfer note payable | 3 | $499,214 | | Forward Purchase Agreement liabilities | 3 | $49,285 | - Subscription financial liabilities and Loan and Transfer notes payable are valued using a **Probability Weighted Expected Return Model (PWERM)** and **Black Scholes Model**, utilizing **Level 3 inputs**[115](index=115&type=chunk)[116](index=116&type=chunk) - Convertible notes are valued using a **Monte Carlo Model**, also relying on **Level 3 inputs**[117](index=117&type=chunk) [NOTE 12. SEGMENT INFORMATION](index=28&type=section&id=NOTE%2012.%20SEGMENT%20INFORMATION) This note clarifies that the Company operates as a single reportable segment, with the CODM assessing performance based on net loss and total assets - The Company operates as a single reportable segment, with the Chief Financial Officer identified as the Chief Operating Decision Maker (CODM)[122](index=122&type=chunk) - The CODM assesses performance and allocates resources based on net loss and total assets, reviewing operating expenses (general and administrative, other expenses) to manage cash and ensure contractual alignment[123](index=123&type=chunk) [NOTE 13. SUBSEQUENT EVENTS](index=28&type=section&id=NOTE%2013.%20SUBSEQUENT%20EVENTS) This note reports significant events occurring after the reporting period, including changes in executive leadership and board appointments - On **July 24, 2025**, Michael Howe stepped down as Director and CEO, and Gary Stein and Barbara Sher resigned as Directors[126](index=126&type=chunk) - Kraig Higginson, Chairman of the Board, was appointed Interim Chief Executive Officer, and Howard Doss was appointed Director and Chairman of the Audit Committee[126](index=126&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, including an overview of its business, growth strategy, recent developments, critical accounting estimates, and a detailed analysis of financial performance and liquidity for the three and six months ended June 30, 2025 and 2024 [Overview](index=29&type=section&id=Overview) This section provides a brief introduction to Aspire Biopharma Holdings, Inc., an early-stage biopharmaceutical company, and its recent Business Combination - Aspire Biopharma Holdings, Inc. is an early-stage biopharmaceutical and supplements company, incorporated in Delaware in February 2025, focused on novel sublingual delivery mechanisms[129](index=129&type=chunk) - The Company completed its Business Combination with Aspire Biopharma Holdings, Inc. (formerly PowerUp Acquisition Corp.) on February 17, 2025[130](index=130&type=chunk) [Growth Strategy and Outlook](index=29&type=section&id=Growth%20Strategy%20and%20Outlook) This section outlines the Company's strategy to develop and market drugs using sublingual delivery technology, including product pipeline, commercialization plans, and competitive landscape - The Company's strategy is to generate revenue by developing and marketing drugs and nutraceuticals using its novel sublingual delivery technology, potentially through licensing or collaboration agreements[131](index=131&type=chunk) - Aspire contracts with third parties for manufacturing and plans to build a focused sales and marketing organization in the U.S. for commercialization, while seeking distribution partners internationally[132](index=132&type=chunk)[138](index=138&type=chunk) - Aspire has developed disruptive sublingual delivery technologies for rapid, high-dose absorption, with patent applications filed for aspirin formulations (March 2023 and October 2024)[141](index=141&type=chunk) - A clinical trial for high-dose sublingual aspirin concluded in **July 2025**, with results expected in **mid-August 2025**, aiming for **FDA 505(b)(2) Fast Track designation**[135](index=135&type=chunk)[142](index=142&type=chunk) - The product pipeline includes sublingually administered melatonin, vitamins D, E, K, testosterone, semaglutide, and caffeine products (Buzz Bomb Caffeine Co. LC), with initial caffeine product sales planned for Q3 2025[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - The Company faces intense competition from major pharmaceutical and biotechnology companies with greater resources[157](index=157&type=chunk) - Aspire's primary patent properties covering its aspirin formulation technology are pending applications **PCT/US2024/022318** and **63/702,381**, with nominal expirations of **March 29, 2044**, and **October 1, 2045**, respectively[163](index=163&type=chunk)[165](index=165&type=chunk) [Recent Development](index=35&type=section&id=Recent%20Development) This section highlights key recent events, including the Business Combination, Equity Line of Credit, convertible debenture issuance, Nasdaq compliance notices, and leadership changes - The Business Combination on February 17, 2025, involved PowerUp Acquisition Corp. merging with Aspire Biopharma, Inc., with Aspire Biopharma, Inc. being the accounting acquirer in a reverse recapitalization[168](index=168&type=chunk)[169](index=169&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) - On **February 13, 2025**, the Company entered into an Equity Line of Credit (ELOC) Agreement with Arena Business Solutions Global SPC II, Ltd., allowing Arena to purchase up to **$100,000,000** in common stock[179](index=179&type=chunk) - On **February 17, 2025**, a Securities Purchase Agreement was executed, issuing **$3,750,000** in **20% OID** senior secured convertible debentures for a purchase price of **$3,000,000**[185](index=185&type=chunk)[186](index=186&type=chunk) - On **April 16, 2025**, Nasdaq issued notices of non-compliance for failing to maintain a minimum Market Value of Listed Securities (**$50,000,000**) and a minimum bid price (**$1.00 per share**)[188](index=188&type=chunk)[189](index=189&type=chunk) - A Settlement Agreement on **April 24, 2025**, resolved default notices, extended maturity dates of promissory notes, and involved the issuance of **625,000 shares** of common stock to Blackstone Capital Advisors, Inc[193](index=193&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) - Michael Howe stepped down as CEO and Director on **July 24, 2025**, with Kraig Higginson appointed Interim CEO[197](index=197&type=chunk) [Key Financial Definitions/Components of Results](index=41&type=section&id=Key%20Financial%20Definitions%2FComponents%20of%20Results) This section defines the primary financial components and categories of expenses relevant to understanding the Company's results of operations - The Company anticipates generating revenue from product sales or licensing, but no revenue was earned as of June 30, 2025[199](index=199&type=chunk) - Operating expenses are categorized into General and administrative, Research and development, and Sales and marketing[203](index=203&type=chunk) [Critical Accounting Estimates](index=41&type=section&id=Critical%20Accounting%20Estimates) This section discusses the significant management judgments and assumptions involved in preparing the financial statements, particularly for fair value measurements and business combinations - The preparation of financial statements requires significant management estimates and assumptions, particularly for the fair value of subscription agreements and convertible notes[202](index=202&type=chunk) - The Company operates as a single reportable segment, with the Chairman as the Chief Operating Decision Maker (CODM)[204](index=204&type=chunk) - Business combinations are accounted for using the acquisition method, measuring goodwill as the fair value of consideration transferred less net identifiable assets and liabilities[207](index=207&type=chunk) - Share-based compensation is measured at grant date fair value and recognized over the service period, with warrants classified as liabilities or stockholders' deficit based on specific criteria[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the Company's financial performance, including operating expenses and net loss, for the three and six months ended June 30, 2025 and 2024 Operating Expenses (Three Months Ended June 30) | Expense Category | 2025 ($) | 2024 ($) | Dollar Change ($) | | :------------------------- | :----------- | :---------- | :------------ | | General and administrative | $395,692 | $86,423 | $309,269 | | Research and development | $352,887 | $10,500 | $342,387 | | Sales and marketing | $51,311 | $- | $51,311 | | Loss from operations | $(799,890) | $(96,923) | $(702,967) | | Interest expense | $(527,893) | $- | $(527,893) | | Change in fair value of derivative liabilities and convertible notes | $(289,401) | $- | $(289,401) | | Loss on extinguishment of debt | $(364,109) | $- | $(364,109) | | Net loss | $(1,981,293) | $(96,923) | $(1,884,370) | Operating Expenses (Six Months Ended June 30) | Expense Category | 2025 ($) | 2024 ($) | Dollar Change ($) | | :------------------------- | :------------- | :---------- | :-------------- | | General and administrative | $15,469,240 | $219,227 | $15,250,013 | | Research and development | $615,980 | $21,000 | $594,980 | | Sales and marketing | $271,150 | $87,666 | $183,484 | | Loss from operations | $(16,356,370) | $(327,893) | $(16,028,477) | | Interest expense | $(817,824) | $- | $(817,824) | | Change in fair value of derivative liabilities and convertible notes | $(384,318) | $- | $(384,318) | | Loss on extinguishment of debt | $(364,109) | $- | $(364,109) | | Net loss | $(17,922,621) | $(327,893) | $(17,594,728) | - The significant increase in General and Administrative expenses for the six months ended June 30, 2025, was primarily due to **$14,131,250** in one-time stock-based compensation[223](index=223&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the Company's ability to meet its short-term and long-term obligations, detailing its cash position, working capital, and need for additional financing - As of June 30, 2025, the Company had an accumulated deficit of **$20,699,854**, a working capital deficit of **$9,567,500**, and cash of **$206,233**[230](index=230&type=chunk) - The Company received approximately **$265,827** from the Business Combination and an additional **$3,000,000** post-combination, but needs to raise additional financing for future operations[231](index=231&type=chunk) - Management has determined that the Company's liquidity condition raises **substantial doubt** about its ability to continue as a going concern for the **next twelve months**[233](index=233&type=chunk) [Cash flows for the six months ended June 30, 2025 and 2024](index=47&type=section&id=Cash%20flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section analyzes the Company's cash flow activities, distinguishing between operating and financing cash flows for the six months ended June 30, 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :----------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(2,891,838) | $(249,215) | | Net cash provided by financing activities | $3,094,438 | $257,645 | - The **increase** in net cash used in operating activities for the six months ended June 30, 2025, was primarily due to the net loss, stock-based compensation, and increases in prepaid expenses and due from related parties[235](index=235&type=chunk) - Net cash provided by financing activities **increased significantly** due to higher proceeds from the issuance of Legacy Aspire's common stock and convertible notes[236](index=236&type=chunk) [Off-Balance Sheet Financing Arrangements](index=47&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms the absence of any off-balance sheet financing arrangements as of June 30, 2025 - As of June 30, 2025, the Company has no obligations, assets, or liabilities considered off-balance sheet arrangements[237](index=237&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Aspire Biopharma Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is exempt from providing disclosures under this item as it is a smaller reporting company[239](index=239&type=chunk) [Item 4. Control and Procedures](index=48&type=section&id=Item%204.%20Control%20and%20Procedures) This section addresses the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting, noting deficiencies in disclosure controls as of June 30, 2025 - As of June 30, 2025, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were **not effective**, particularly concerning complex accounting areas like recapitalization[241](index=241&type=chunk) - Management acknowledges that control systems provide only reasonable, not absolute, assurance and can be subject to inherent limitations such as faulty judgments, errors, or circumvention[242](index=242&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025[243](index=243&type=chunk) [PART II – OTHER INFORMATION](index=49&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section includes additional information not covered in the financial statements, such as risk factors, equity sales, and other disclosures [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.Risk%20Factors) As a smaller reporting company, Aspire Biopharma Holdings, Inc. is not required to provide disclosure under this item - The Company is exempt from providing disclosures under this item as it is a smaller reporting company[246](index=246&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the Company's unregistered sales of equity securities, specifically the ELOC Agreement and Securities Purchase Agreement, and confirms no use of proceeds or issuer purchases of equity securities - On **February 13, 2025**, the Company entered into an ELOC Agreement with Arena Business Solutions Global SPC II, Ltd., allowing Arena to purchase up to **$100,000,000** in common stock[247](index=247&type=chunk) - On **February 17, 2025**, a Securities Purchase Agreement was executed, resulting in the issuance of **$3,750,000** in **20% OID** senior secured convertible debentures for a purchase price of **$3,000,000**[248](index=248&type=chunk) - There were no proceeds from unregistered sales of equity securities used, nor any issuer purchases of equity securities during the period[249](index=249&type=chunk)[250](index=250&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) This section reiterates details of the Subscription Agreements (ELOC and Securities Purchase Agreement) and provides an update on the Nasdaq compliance notices regarding minimum market value and bid price - The Company entered into an ELOC Agreement on **February 13, 2025**, with Arena Business Solutions Global SPC II, Ltd., for potential common stock purchases up to **$100,000,000**[251](index=251&type=chunk) - A Securities Purchase Agreement was signed on **February 17, 2025**, leading to the issuance of **$3,750,000** in **20% OID** senior secured convertible debentures[252](index=252&type=chunk)[253](index=253&type=chunk) - On **April 16, 2025**, Nasdaq notified the Company of non-compliance with the minimum Market Value of Listed Securities (**$50,000,000**) and minimum bid price (**$1.00 per share**) rules, providing a **180-day period** to regain compliance[254](index=254&type=chunk)[255](index=255&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including various agreements, certifications, and XBRL documents - Exhibits include forms of Purchase Agreement, Leak Out Agreement, Securities Purchase Agreement, and Debenture, incorporated by reference from previous 8-K filings[258](index=258&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002 are filed or furnished[258](index=258&type=chunk) - Inline XBRL documents (Instance, Taxonomy Extension Calculation, Schema, Definition, Labels, Presentation Linkbase Documents) and the Cover Page Interactive Data File are included[258](index=258&type=chunk) [SIGNATURES](index=52&type=section&id=SIGNATURES) This section contains the required signatures of the registrant's authorized officers, confirming the filing of the report - The report is signed by Kraig T. Higginson, Chief Executive Officer and Chairman (Principal Executive Officer), and Ernest J. Scheidemann, Chief Financial Officer (Principal Financial and Accounting Officer), on **August 13, 2025**[264](index=264&type=chunk)

Business Combination and Financial Structure - Aspire Biopharma Holdings, Inc. completed its Business Combination on February 17, 2025, transitioning from a privately held corporation to a publicly traded entity[142]. - Aspire's Business Combination with PowerUp Acquisition Corp. was completed on February 17, 2025, resulting in Aspire Biopharma, Inc. becoming a wholly owned subsidiary of New Aspire[179][185]. - The Business Combination involved Aspire Biopharma, Inc. stockholders receiving shares valued at $350 million, adjusted for cash and indebtedness at closing[179]. - Aspire issued $3.75 million in senior secured convertible debentures as part of a Securities Purchase Agreement, with a conversion price based on the lowest daily VWAP[186]. - The Business Combination was accounted for as a reverse recapitalization, treating Aspire Biopharma, Inc. as the accounting acquirer[188]. - The Company entered into an Equity Line of Credit Agreement allowing it to direct Arena to purchase up to $100,000,000 in shares of common stock[190]. - The Company issued two 20% original issue discount senior secured convertible debentures totaling $3,750,000, with a conversion price of 92.5% of the lowest daily VWAP[195]. - The Company received a Nasdaq notice for failing to maintain a minimum Market Value of Listed Securities of $50,000,000 for 30 consecutive business days[198]. - The Company is entitled to a 180-day period to rectify the MVLS deficiency, ending on October 13, 2025[198]. - The Company received a second Nasdaq notice for not maintaining a minimum bid price of $1.00 per share for continued listing[199]. - The Company entered into a settlement agreement to resolve default notices and extend maturity dates of key promissory notes by 75 days[203]. - The Company agreed to issue 625,000 shares of common stock to Blackstone Capital Advisors, Inc. as part of the settlement agreement[205]. Product Development and Clinical Trials - The company is focused on developing and marketing a novel sublingual delivery mechanism for drugs, with an emphasis on high-dose sublingual aspirin, branded as "Instaprin"[141][145]. - Aspire plans to conduct a clinical trial to evaluate the pharmacokinetics of its sublingual aspirin product, with the trial expected to enroll at least eight healthy adult volunteers and conclude by June 30, 2025[147]. - The company has entered into a development and manufacturing agreement with Glatt to produce its high-dose sublingual aspirin for clinical trials, with the first batch manufactured in March 2025[145][155]. - Aspire aims to submit a section 505(b)(2) NDA for its high-dose aspirin product following the completion of its clinical trials, targeting FDA approval for treatment of suspected acute myocardial infarction[159]. - The company is also developing sublingually administered melatonin and vitamins D, E, and K, with plans to validate manufacturing processes and conduct pharmacokinetic studies in 2025[160][161]. - Aspire is developing a sublingual testosterone formulation, with a Phase One clinical test expected in Q4 2025, involving approximately eight volunteers[162]. - A sublingual semaglutide product is in the final phases of development, with a timeline to market similar to testosterone, as it is not likely a candidate for fast-track approval[163]. - Aspire has developed a single dose sublingual pre-workout supplement and a "coffee or soda replacement" product, with plans to launch around July 1, 2025[164]. - The company is exploring formulations for various drugs, including anti-nausea and anti-psychotic products, with market entry dependent on research and funding[165]. Financial Performance and Expenses - As of March 31, 2025, the Company has not earned any revenue from the sale or licensing of products[207]. - Operating expenses include general and administrative, research and development, and sales and marketing costs[211]. - General and administrative expenses increased to $15,073,548 for the three months ended March 31, 2025, up from $132,804 in the same period of 2024, reflecting a rise of $14,940,744[224]. - Research and development expenses rose to $263,093 for the three months ended March 31, 2025, compared to $10,500 for the same period in 2024, an increase of $252,593[225]. - Sales and marketing expenses increased to $219,839 for the three months ended March 31, 2025, up from $87,666 in the same period of 2024, reflecting a rise of $132,173[226]. - The net loss for the three months ended March 31, 2025, was $15,941,328, compared to a net loss of $230,970 for the same period in 2024, an increase in loss of $15,710,358[223]. - Net cash used in operating activities was $1,751,528 for the three months ended March 31, 2025, compared to $192,971 for the same period in 2024, indicating a significant increase in cash outflow[235]. - Net cash provided by financing activities was $3,094,438 for the three months ended March 31, 2025, compared to $229,084 in the same period of 2024, reflecting a substantial increase in cash inflow[236]. - As of March 31, 2025, the company had an accumulated deficit of $18,718,561 and a working capital deficit of $6,903,439[230]. - The company received approximately $265,827 in proceeds from business combination and subscription agreements in February 2025, along with $100,000,000 from an ELOC Agreement[231]. - The company anticipates that its general and administrative, research and development, and sales and marketing expenses will continue to increase in future periods due to business growth[224][225][226]. - The company's liquidity condition raises substantial doubt about its ability to continue as a going concern for the next twelve months[233]. Market Competition and Strategy - Aspire faces competition from larger pharmaceutical companies with greater resources and experience in drug development and commercialization[166][167]. - The company expects its products to compete based on efficacy, safety, convenience, and price, with potential challenges from generic products[169][170]. - Aspire is exploring licensing agreements for its products, which may include development funding and milestone payments[143]. - The company has not yet established a sales or marketing infrastructure but plans to build a focused sales organization in the U.S. upon receiving marketing approvals[149][150]. Compliance and Manufacturing Practices - The company is committed to compliance with current good manufacturing practices (cGMP) and has engaged contract manufacturers to support its production needs[146]. - Aspire's new patent-pending formulation for its aspirin product is designed to provide rapid absorption and therapeutic effects without gastrointestinal toxicity, addressing limitations of traditional aspirin[152][153].

Clinical Trials and Product Development - Aspire plans to conduct clinical trials for its high-dose sublingual aspirin product, with the first trial scheduled for April 2025, involving at least eight healthy adult volunteers[32]. - The company has entered into a development and manufacturing agreement with Glatt to produce sufficient quantities of its high-dose sublingual aspirin for clinical trials[24]. - Aspire aims to submit a section 505(b)(2) New Drug Application (NDA) for its aspirin product to the FDA, seeking approval for treatment of suspected acute myocardial infarction[35]. - The company has developed a working formulation for sublingually administered melatonin and plans to conduct a pharmacokinetic study in May 2025[36]. - Aspire is also developing sublingually administered vitamins D, E, and K, with plans for manufacturing process validation and pharmacokinetic studies in the first half of 2025[37]. - A formulation for sublingually administered testosterone is in development, with plans for clinical testing and NDA submission anticipated in 2026[38]. - Aspire's scientists are finalizing a working formulation for a sublingual semaglutide product, with a timeline to market similar to that of testosterone[39]. - The company has developed a single-dose sublingual pre-workout supplement and plans consumer and safety testing in Q2 2025, aiming for a launch in Q2 or Q3 2025[40]. - Aspire plans to conduct various clinical trials in April 2025 to support its FDA approval process for high-dose aspirin products[59]. - Aspire's melatonin sleep-aid product is in formulation development, with plans for a pharmacokinetic study in May 2025[114]. - The company is also developing sublingual formulations for vitamins D, E, and K, with plans for manufacturing validation in early 2025[115]. - Aspire aims to submit an NDA for its testosterone product in Q2 2026, following Phase One clinical testing[116]. - The development of semaglutide and caffeine products is underway, with expected market readiness in Q2 or Q3 2025[117][118]. Financial Performance and Capital Requirements - Aspire has incurred net losses in every year since its inception and anticipates continuing substantial and increasing net losses in the foreseeable future[80]. - Aspire requires substantial additional financing to achieve its goals, and failure to obtain necessary capital could delay, limit, reduce, or terminate product development or commercialization efforts[84]. - Aspire has no products approved for commercial sale and has not generated any revenue from product sales to date[80]. - Aspire will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or the market value of its Class A ordinary shares held by non-affiliates equals or exceeds $700 million[68]. - The company had $0 in its operating bank account and a working capital deficit of $15,570,205 as of December 31, 2024[193]. - The company completed its initial public offering (IPO) on February 23, 2022, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units[191]. - For the year ended December 31, 2024, net cash used in operating activities was $11,160,534, while net cash provided by investing activities was $13,781,323[192]. - The company has never declared or paid any cash dividends on its common stock and does not expect to do so in the foreseeable future[182]. - Future capital stock issuances could dilute existing shareholders' ownership and influence over company matters[166]. - The market price of Aspire's common stock may experience significant volatility, influenced by various operational and market factors[164]. Intellectual Property and Competitive Landscape - Aspire acquired all intellectual property of Instaprin Pharmaceuticals for a purchase price of $3,628,325 plus interest, to be paid from product sales[44]. - The acquisition includes a contingent purchase price obligation of 20% from the first $5,000,000 of sales and 10% thereafter until fully satisfied[44]. - Aspire's management intends to build upon the acquired intellectual property assets to enhance patent protections and develop new products[54]. - Aspire's primary patent properties for aspirin formulation technology are pending with nominal expirations in March 2024 and October 2024[50][56]. - Aspire's aspirin products will compete with established products like Bayer aspirin, Advil, and Tylenol, with no current sublingual aspirin products on the market[49]. - The company has filed for a new trademark for "Instaprin," which is currently pending[53][56]. - Aspire's technology platforms and product candidates are based on novel technologies, and the development and regulatory approval pathway is unproven[74]. - Aspire's intellectual property rights may not provide a significant competitive advantage, and enforcement of these rights could be challenging[90]. Regulatory and Operational Risks - Aspire is subject to extensive regulatory requirements for drug development, which require significant time and financial resources[57]. - Aspire's ability to compete may be affected by competitors obtaining FDA approval more rapidly and offering safer or more effective products[48]. - Aspire is subject to a multitude of manufacturing and supply chain risks that could substantially increase costs and limit the supply of its product candidates[76]. - The company is dependent on key personnel, and the loss of these individuals could harm its business and operations[93]. - Aspire has not purchased key person life insurance policies, increasing the risk associated with the loss of key personnel[94]. - The company's reputation is critical to its success, and negative publicity could significantly reduce its brand value[96]. - Cybersecurity threats and attacks pose risks to Aspire's information infrastructure, potentially leading to data breaches and operational disruptions[97]. - Aspire's business could be negatively impacted by ongoing military actions and international trade disputes, affecting its financial condition and operations[101][102]. - The company relies on a limited number of suppliers, which subjects it to risks of business interruptions and delays in product delivery[104]. - Aspire's product candidates may face market acceptance issues if undesirable side effects are identified post-approval[131]. - The company plans to seek regulatory approval for its product candidates internationally, which introduces additional operational risks[148]. - Aspire faces significant risks related to potential misconduct by employees and third parties, which could lead to substantial fines and operational disruptions[152]. - The company is exposed to product liability risks, which may result in decreased demand, reputational harm, and significant financial liabilities[154]. - Aspire relies on third-party manufacturers for clinical supplies and commercial production, which could impact the ability to meet regulatory requirements and maintain product quality[157]. - The cost of commercial manufacturing for Aspire's product candidates is currently uncertain, potentially affecting their commercial viability[159]. Management and Corporate Governance - Aspire's management team possesses extensive experience in financial acumen and value creation, led by CEO Kraig Higginson[62]. - The company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[213]. - The company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance, determining that Public Warrants and Private Placement Warrants qualify for equity accounting treatment[214]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights considered outside of the company's control[215]. - The company applies the two-class method in calculating earnings per share, with net income per share for Class A and Class B shares calculated based on specific income allocations[216]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but the company does not expect a material impact on its financial statements[217]. - ASU 2023-07, effective for fiscal years beginning after December 15, 2023, mandates additional segment reporting disclosures, which the company will need to comply with[218]. - The company has no long-term debt or significant liabilities, only incurring a monthly fee of $10,000 for administrative support services since February 23, 2022[219].

Financial Performance - As of September 30, 2024, the Company reported a net loss of $537,019 for the three months ended, compared to a net loss of $69,258 for the same period in 2023, reflecting an increase in operating expenses from $324,742 to $630,772[138]. - For the nine months ended September 30, 2024, the Company had a net loss of $3,606,378, which included operating expenses of $3,654,462, compared to a net income of $4,614,992 for the same period in 2023[139]. - The Company incurred net cash used in operating activities of $2,826,804 for the nine months ended September 30, 2024, compared to $496,979 for the same period in 2023[142]. - The Company recognized a $2,000,000 subscription agreement expense as part of the Visiox Merger Agreement during the nine months ended September 30, 2024[139]. - The Company incurred $30,000 and $90,000 in administrative service fees for the three and nine months ended September 30, 2024, respectively[158]. Liquidity and Capital Structure - As of September 30, 2024, the Company had a working capital deficit of $6,511,072, indicating potential liquidity challenges[144]. - The Company raised gross proceeds of $250,000,000 from its IPO on February 23, 2022, and an additional $13,707,500 from the sale of private placement warrants[141]. - The Company has outstanding Working Capital Loans of $449,214 as of September 30, 2024, which may be repaid from the Trust Account proceeds upon completion of a Business Combination[152]. - The Company entered into a Loan and Transfer Agreement with Jinal Sheth, resulting in total borrowings of $199,214 as of September 30, 2024, compared to $0 on December 31, 2023[155]. - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital[159]. Business Operations and Future Plans - The Company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[137]. - The Company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote[145]. Accounting and Financial Reporting - The Company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment[163]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside the Company's control[164]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[171]. Related Party Transactions - As of September 30, 2024, the Company accrued $328,939 as 'Due to affiliate' for administrative service fees and residual balances[160]. - Investors contributed a total of $1,500,000 to the New Sponsor through two Subscription Agreements, with $1,000,000 in the First Contribution and $500,000 in the Second Contribution[156][157]. Trust Account - The Company had $6,601,357 held in the Trust Account as of September 30, 2024, designated for a Business Combination or to repurchase Ordinary Shares[144].

Group 1 - Monteverde & Associates PC is investigating PowerUp Acquisition Corp. regarding its proposed merger with Aspire Biopharma, where Aspire BioPharma shareholders are expected to own a majority of the combined company after the transaction [1] - Enstar Group LTD is also under investigation for its proposed merger with Sixth Street, with Enstar shareholders set to receive $338.00 in cash per share of common stock [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report, highlighting its successful track record in recovering money for shareholders [1][2] Group 2 - The firm operates from the Empire State Building in New York City and emphasizes its national class action securities practice with a successful history in trial and appellate courts [2] - Monteverde & Associates PC encourages shareholders with concerns regarding the listed companies to contact them for additional information at no cost [3]

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $602,258, compared to a net income of $1,811,817 for the same period in 2023 [107]. - For the six months ended June 30, 2024, the company had a net loss of $3,069,359, which included a $2,000,000 subscription agreement expense recognized as part of the Merger Agreement [107]. - The company incurred net cash used in operating activities of $2,852,308 for the six months ended June 30, 2024, compared to $372,058 for the same period in 2023 [110]. Assets and Liabilities - As of June 30, 2024, the company had $6,524,611 held in the Trust Account for a Business Combination and a working capital deficit of $5,897,306 [112]. - As of June 30, 2024, the company had $449,214 in outstanding Working Capital Loans, which may be repaid from the proceeds of the Trust Account if a Business Combination is completed [118]. - As of June 30, 2024, the Company accrued $298,939 as 'Due to affiliate' for administrative services fees [124]. - The Company has no off-balance sheet financing arrangements as of June 30, 2024 [125]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services [128]. Business Combination and Acquisition Plans - The company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote [112]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a Business Combination [105]. - The company has focused on industries that complement its management's background for potential acquisition opportunities [104]. Financing and Capital Structure - The company generated gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022 [109]. - The underwriters received a cash underwriting discount of $5,000,000 at the IPO closing, with a total deferred fee of $10,812,500 related to the underwriting commissions [122]. - The deferred underwriting commissions of $10,812,500 were waived by the underwriters, recorded as additional paid-in capital [123]. - The Company entered into Loan and Transfer Agreements totaling $200,000 with New Sponsor, Apogee, and Sheth, with $119,540 and $161,575 recorded as interest expense for the three and six months ended June 30, 2024, respectively [120]. Interest and Expenses - The company recorded interest expense of $229,919 related to the amortization of the debt discount for the six months ended June 30, 2024 [119]. - The Company incurred $30,000 and $60,000 in administrative service fees for the three and six months ended June 30, 2024, respectively [121]. Accounting and Regulatory Matters - The Company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements [127]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [130].

Company Overview - Aspire Biopharma, Inc. is a privately held, early-stage biopharmaceutical technology company founded in 2021, focused on developing and marketing disruptive drug delivery mechanisms for FDA approved drugs, nutraceuticals, and supplements [20] - The company is headquartered in Humacao, Puerto Rico, and has developed a Novel Soluble Formulation that addresses emergencies, drug efficacy, dosage management, patient compliance, and rapid response and absorption time [5][20] Technology and Product Development - Aspire has filed a patent application with the USPTO for a new technology and aspirin formulation aimed at creating soluble, pH neutral, fast-acting powder products [1] - The company's lead candidate, Instaprin™, is a granular or powder formulation of soluble, pH neutral, fast-acting aspirin designed for cardiology emergencies and pain management [10] - Instaprin™ offers benefits such as instant absorption for quick treatment impact and high dose absorption for various pain management scenarios [10] - Aspire is also developing a proprietary Viagra/Cialis combination product, bi-hormonal drugs, traumatic brain injury drugs, and thyroid drugs among others [3] Business Combination and Growth Strategy - Aspire Biopharma has signed a non-binding letter of intent with PowerUp Acquisition Corp. for a potential business combination, which aims to increase the company's visibility and access to capital [8][11] - The combined public company is expected to be listed on a national securities exchange following the consummation of the business combination [8] - The company is in the process of broadening its patent portfolio internationally and filing additional patents for new drugs under development [1] Regulatory and Market Position - Aspire plans to file a 505(b)(2) New Drug Application (NDA) with the FDA for Instaprin™, which allows referencing safety and efficacy data from already approved drugs to expedite the approval process [10] - The company aims to address the limitations of current aspirin applications, particularly side effects from acidity, by utilizing its innovative delivery system that allows rapid sublingual absorption [2][9]

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $2,467,101, with operating expenses of $2,522,678 and interest expense of $183,310 [140]. - The company incurred net cash used in operating activities of $477,791 for the three months ended March 31, 2024, compared to $182,107 for the same period in 2023 [144]. - The company incurred $30,000 in administrative services fees for both the three months ended March 31, 2024, and 2023 [161]. Financial Position - As of March 31, 2024, the company had $20,136,022 held in the Trust Account for a Business Combination and a working capital deficit of $2,567,806 [146]. - As of March 31, 2024, the company had $0 in its operating bank account and $234,853 of interest earned on investments held in the Trust Account [146]. - The company has a $2,000,000 loan to Visiox Pharmaceuticals as part of the Business Combination Agreement, which will be repaid at the date of combination [147]. - The company may need to raise additional capital through loans or investments to meet its working capital needs, with substantial doubt about its ability to continue as a going concern for the next year [150]. - As of March 31, 2024, the company accrued $268,939 as 'Due to affiliate' for administrative services fees and residual balance from IPO proceeds [164]. IPO and Capital Structure - The company generated gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022 [143]. - The underwriters received a cash underwriting discount of $5,000,000 at the IPO closing, with an additional deferred fee of $10,812,500 related to the underwriting agreement [162]. - The company has no off-balance sheet financing arrangements as of March 31, 2024 [165]. Business Combination and Future Plans - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with any remaining proceeds used for working capital [145]. - The company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote [148]. Accounting and Reporting - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment [167]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights [168]. - The company applies the two-class method for calculating earnings per share, with net income per share for Class A and Class B ordinary shares calculated separately [169]. - The company does not have any long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services [171]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [174]. - The company is not required to provide disclosures about market risk as a smaller reporting company [177].

Core Points - PowerUp Acquisition Corp. has postponed its extraordinary general meeting of shareholders to May 22, 2024, at 2:00 p.m. Eastern Time [1][2] - The meeting will include a vote on a proposal to extend the deadline for the company to complete its initial business combination from May 23, 2024, to February 17, 2025 [1] - The deadline for shareholders to submit their shares for redemption has been extended to May 20, 2024, at 5:00 p.m. Eastern Time [2] Company Overview - PowerUp Acquisition Corp. is a blank check company aimed at executing mergers, share exchanges, asset acquisitions, or similar business combinations [4] - The management team is led by Mr. Surendra Ajjarapu, who serves as the Chief Executive Officer [4] Legal and Advisory Information - Dykema Gossett, PLLC is serving as legal counsel to PowerUp Acquisition Corp. [5] - The company has filed a Proxy Statement with the SEC regarding the meeting and related proposals [8]