As filed with the Securities and Exchange Commission on December 3, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aspire Biopharma Holdings, Inc. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2834 33-3467744 (I.R.S. Employer Identification No.) 23150 Fashion Dri ...

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 Biopharma, Inc recognized as the accounting acquirer[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's high-dose aspirin product is expected to target the heart attack and stroke prevention market, with plans to build a focused sales and marketing organization in the U.S.[155][156]. - The company has developed a sublingual melatonin sleep-aid product and is exploring licensing possibilities, with plans to patent the formulation[167]. - Aspire's scientists have also developed sublingually administered vitamins D, E, and K, with intentions to patent these products[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]. 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]. - 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, amounted to $2,297,882, primarily due to the accrual of interest on convertible notes and related party debt[245]. - 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]. - 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]. Funding and Capital Structure - Aspire issued $3.75 million in senior secured convertible debentures under a Securities Purchase Agreement, with a conversion price tied to the company's stock performance[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, subject to a leak out agreement limiting sales to 15% of daily trading volume[194]. - The Company issued two senior secured convertible debentures totaling $3,750,000 under a Securities Purchase Agreement, with a conversion price set at 92.5% of the lowest daily VWAP[196]. - The Company issued 2,106,527 SPA Commitment Shares to investors as part of the Securities Purchase Agreement, with 1,000,000 being freely tradable[198]. - The Company sold August 2025 Notes totaling $9,687,500 for a subscription price of $7,750,000, with a 20% original issue discount 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]. Compliance and Regulatory Issues - The Company received two compliance deficiency notices from Nasdaq regarding a minimum Market Value of Listed Securities of $50,000,000 and a minimum bid price of $1.00 per share[203][204]. - The Company did not regain compliance with Nasdaq listing rules and is subject to potential delisting, having requested a hearing to present its compliance plan[205][206]. - 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]. Market Competition - 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]. - Aspire's patent applications for its sublingual absorption technology have nominal expirations in 2044 and 2045, covering formulations and uses[177].

As filed with the Securities and Exchange Commission on September 26, 2025 Registration No. 333-290359 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aspire Biopharma Holdings, Inc. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorporation or organization) Delaware 2834 33-3467744 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificat ...

As filed with the Securities and Exchange Commission on September 18, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aspire Biopharma Holdings, Inc. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2834 33-3467744 (I.R.S. Employer Identification No.) 23150 Fashion D ...

Business Combination and Corporate Structure - Aspire Biopharma Holdings, Inc. completed its Business Combination on February 17, 2025, transitioning from a privately held corporation to a publicly traded entity[130]. - The Business Combination with PowerUp Acquisition Corp. resulted in Aspire Biopharma, Inc. becoming a wholly owned subsidiary, with stockholders receiving shares valued at $350 million[169]. - Aspire Biopharma Inc's existing stockholders will hold more than 64.4% of the voting interest in New Aspire under both no redemption and maximum redemption scenarios[181]. 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 aspirin products[129][141]. - Aspire has entered into a development and manufacturing agreement with Glatt to produce high-dose sublingual aspirin for clinical trials, with the first batch manufactured in March 2025[133][144]. - A clinical trial evaluating the pharmacokinetics of Aspire's sublingual aspirin was completed in July 2025, with results expected in August 2025[135][149]. - Aspire plans to submit a section 505(b)(2) NDA for its high-dose aspirin product, aiming for FDA approval to market the product for treating suspected acute myocardial infarction[149]. - Aspire is developing a sublingual testosterone formulation, with a Phase One clinical test planned for Q3 2026, involving approximately eight volunteers[152]. - A sublingual semaglutide product is in the final phases of development, with a timeline to market similar to that of testosterone[153]. - Aspire has developed a single dose sublingual pre-workout supplement and a "coffee or soda replacement" product, with initial sales planned for Q3 2025[154]. - The company is considering formulations for various drugs, including anti-nausea and anti-psychotic products, with plans to take several to market based on research and funding[155]. Financial Performance and Expenses - For the three months ended June 30, 2025, the net loss was $1,981,293, an increase of $1,884,370 compared to a net loss of $96,923 for the same period in 2024[215]. - General and administrative expenses for the three months ended June 30, 2025, were $395,692, up $309,269 from $86,423 in the same period in 2024[216]. - Research and development expenses for the three months ended June 30, 2025, were $352,887, an increase of $342,387 compared to $10,500 for the same period in 2024[217]. - Sales and marketing expenses for the three months ended June 30, 2025, were $51,311, reflecting an increase from $0 in the same period in 2024[218]. - For the six months ended June 30, 2025, the net loss was $17,922,621, an increase of $17,594,728 compared to a net loss of $327,893 for the same period in 2024[222]. - General and administrative expenses for the six months ended June 30, 2025, were $15,469,240, an increase of $15,250,013 from $219,227 in the same period in 2024[223]. - Research and development expenses for the six months ended June 30, 2025, were $615,980, an increase of $594,980 compared to $21,000 for the same period in 2024[224]. - Net cash used in operating activities was $2,891,838 for the six months ended June 30, 2025, compared to $249,215 for the same period in 2024[235]. - Net cash provided by financing activities was $3,094,438 for the six months ended June 30, 2025, compared to $257,645 for the same period in 2024[236]. - The company had an accumulated deficit of $20,699,854 as of June 30, 2025, with a working capital deficit of $9,567,500 and cash of $206,233[230]. Market Strategy and Competition - Aspire's new aspirin formulation aims to provide rapid absorption without gastrointestinal toxicity, targeting the opioid crisis by offering effective pain management[142]. - The company is exploring the possibility of obtaining an OTC FDA Monograph permit for its aspirin product to expedite market entry[143]. - Aspire's competitive landscape includes major pharmaceutical companies with greater resources and experience, posing challenges in product development and market entry[156][157]. - The company expects its products to compete based on efficacy, safety, convenience, and pricing, with a premium price over generic products anticipated[159][160]. - Aspire's aspirin products will compete with established brands, and there are currently no sublingual aspirin products on the market[162]. Corporate Governance and Management - The Company appointed Michael Howe as CEO on June 10, 2025, following the resignation of Kraig Higginson[196]. - The Company is currently undergoing a search for a permanent CEO after Michael Howe stepped down from the role[197]. - The Company maintains that it was not in default regarding the timely filing of its Form 10-K and related documents[192]. Financing and Capital Structure - 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[175]. - The Company entered into an Equity Line of Credit Agreement allowing for the purchase of up to $100,000,000 in shares of common stock[179]. - The Company issued two 20% original issue discount senior secured convertible debentures totaling $3,750,000, with a conversion price set at 92.5% of the lowest daily VWAP[185][186]. - The Company received a Nasdaq compliance deficiency notice regarding a Market Value of Listed Securities below $50,000,000, with a 180-day period to rectify the issue[188]. - The Company entered into a settlement agreement to resolve default notices and extend the maturity dates of key promissory notes by 75 days[194].

Business Combination and Corporate 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 recent recapitalization involved a merger with PowerUp Acquisition Corp, resulting in Aspire Biopharma, Inc becoming a wholly owned subsidiary of New Aspire, with stockholders receiving shares valued at $350 million[179]. - The Business Combination was accounted for as a reverse recapitalization, treating PowerUp as the legal acquirer and Aspire Biopharma as the accounting acquirer[188]. - Aspire Biopharma Inc's existing stockholders will retain over 64.4% voting interest in New Aspire post-business combination[192]. Product Development and Clinical Trials - The company is developing a high-dose sublingual aspirin product, with clinical trials expected to conclude by June 30, 2025, to support a 505(b)(2) New Drug Application (NDA) submission[147][159]. - Aspire's initial clinical trial (Trial 1) will evaluate pharmacokinetic endpoints, including Cmax, Tmax, and AUC, comparing its sublingual aspirin to standard oral aspirin[157]. - Aspire plans to seek FDA Fast Track designation for its high-dose aspirin product in 2025, leveraging over 100 years of safety data associated with aspirin[153]. - Aspire has developed a working formulation for sublingually administered melatonin in 3mg, 5mg, and 10mg doses, with plans for a limited pharmacokinetic study[160]. - The company is also working on sublingually administered vitamins D, E, and K, with a manufacturing process development planned for the first three quarters of 2025[161]. - Aspire is developing a sublingual testosterone formulation, with a Phase One clinical test expected in Q4 2025 and an NDA submission anticipated in Q1 or Q2 2026[162]. - A working formulation for sublingual semaglutide is in the final phases, with a timeline to market similar to testosterone, as it is also not 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, following consumer and safety testing[164]. - The company is exploring formulations for various drugs, including anti-nausea and anti-psychotic products, with market entry dependent on R&D and funding[165]. Manufacturing and Supply Chain - Aspire's manufacturing strategy relies on third-party contract manufacturers, with a current agreement with Glatt for the production of its aspirin product[144][145]. Sales and Marketing Strategy - 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]. - Aspire is exploring licensing opportunities for its melatonin formulation, which does not require FDA approval as it is classified as a supplement[160]. Financial Performance and Condition - For the three months ended March 31, 2025, the net loss was $15,941,328, an increase of $15,710,358 compared to a net loss of $230,970 for the same period in 2024[223]. - General and administrative expenses rose to $15,073,548 for the three months ended March 31, 2025, up $14,940,744 from $132,804 in the prior year, primarily due to increased stock-based compensation and professional services[224]. - Research and development expenses increased to $263,093 for the three months ended March 31, 2025, compared to $10,500 in 2024, reflecting higher personnel and supplies costs[225]. - Sales and marketing expenses were $219,839 for the three months ended March 31, 2025, an increase of $132,173 from $87,666 in the previous year, driven by higher marketing costs[226]. - Net cash used in operating activities was $1,751,528 for the three months ended March 31, 2025, compared to $192,971 in 2024, attributed to the net loss and changes in working capital[235]. - Net cash provided by financing activities was $3,094,438 for the three months ended March 31, 2025, a significant increase from $229,084 in the prior year, mainly due to higher proceeds from stock issuances[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, with cash reserves of $1,346,543[230]. - The company anticipates earning revenue from pharmaceutical and nutraceutical products, but as of March 31, 2025, no revenue has been earned[207]. - Operating expenses include general and administrative, research and development, and sales and marketing costs, which are monitored to ensure sufficient capital for operations[211][213]. - The company anticipates that general and administrative, research and development, and sales and marketing expenses will continue to increase in future periods in line with business growth[224][225][226]. - The company has no off-balance sheet financing arrangements as of March 31, 2025, and does not engage in transactions that create variable interest entities[237]. - The company faces substantial doubt about its ability to continue as a going concern due to its liquidity condition, as assessed in accordance with relevant accounting standards[233]. Competition and Market Position - Aspire faces competition from larger pharmaceutical companies with greater resources and experience, which may impact its ability to develop and commercialize products[166][167]. - The company expects its products to compete based on efficacy, safety, convenience, and price, with potential challenges from generic products and reimbursement issues[169][170]. Financing Activities - 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[190]. - The purchase price for ELOC Shares will be 96% of the VWAP, with a floor price of $4.00 per share[193]. - 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 two compliance deficiency notices from Nasdaq regarding a minimum Market Value of Listed Securities of $50,000,000 and a minimum bid price of $1.00 per share[198][199]. - The Company entered into a settlement agreement to resolve default notices, extending the maturity dates of key promissory notes by 75 days[204]. - The Company will issue 625,000 shares of common stock as part of the settlement agreement, with registration to be filed by May 13, 2025[205].

Clinical Trials and Product Development - Aspire plans to conduct clinical trials for its high-dose sublingual aspirin product, with the first trial expected to enroll at least eight healthy adult volunteers in April 2025[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's scientists have developed formulations for sublingually administered vitamins D, E, and K, with plans to validate the manufacturing process in the first half of 2025[37]. - The company is developing a formulation for sublingually administered testosterone, with plans for Phase One clinical testing in late 2025 and an NDA submission anticipated in early 2026[38]. - Aspire is 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 working formula for a single-dose sublingual pre-workout supplement, with consumer and safety testing planned for Q2 2025[40]. - Aspire plans to conduct various clinical trials in April 2025 to support its FDA approval process for its high-dose aspirin product[59]. - Aspire plans to conduct a bioavailability study in April 2025 to evaluate pharmacokinetic endpoints of Instaprin compared to standard oral aspirin[111]. - Following the bioavailability study, Aspire intends to request a pre-IND meeting with the FDA in Q2 2025 to discuss further development of Instaprin[112]. 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]. - Aspire's new patent pending formulation for its aspirin product is a significant improvement over previous formulations, facilitating rapid sublingual absorption[29]. - The company has filed patent applications for sublingual administration of aspirin products, with pending applications expected to expire in 2044 and 2045[50][52]. - The expired patent properties do not cover Aspire's current aspirin formulation technology, which is protected by pending patent applications[52]. - Aspire's management intends to build upon the acquired intellectual property assets to enhance patent protections and develop new products[54]. - Aspire's intellectual property rights may not provide a significant competitive advantage, and failure to protect these rights could adversely impact its competitive position[90]. - Aspire's aspirin products will compete with existing products like Bayer aspirin, Advil, and Tylenol, with no sublingual aspirin products currently on the market[49]. - The biopharmaceutical industry is characterized by intense competition, with major companies having greater resources and experience in product development and commercialization[46]. - Aspire's ability to compete may be affected by competitors obtaining FDA approval more rapidly and the pricing strategies of insurers favoring generic products[48]. - The company faces significant competition from larger pharmaceutical companies with greater resources, which may hinder its market position[149]. 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 has no products approved for commercial sale and has not generated any revenue from product sales to date[80]. - Aspire will require substantial additional financing to achieve its goals, and failure to obtain necessary capital could delay or terminate product development efforts[84]. - Aspire's future capital requirements depend on various factors, including the costs of clinical trials and obtaining regulatory approvals[85]. - Aspire is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[66]. - Aspire is also a "smaller reporting company," allowing it to provide reduced disclosure obligations, including only two years of audited financial statements[69]. - As of December 31, 2024, the company reported a net loss of $12,537,472, compared to a net income of $4,464,079 for the year ended December 31, 2023[189]. - 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 Business Combination with Aspire Biopharma Holdings, Inc. on February 17, 2025[187]. - 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 raised gross proceeds of $250,000,000 from its IPO by offering 25,000,000 units at $10.00 per unit[191]. Risks and Challenges - Aspire's technology platforms and product candidates are based on novel technologies, which may not lead to marketable products[74]. - Aspire may implement new lines of business or new products, but there are substantial risks and uncertainties associated with these efforts[88]. - The company relies on suppliers and contractors for components and services, which could adversely affect its ability to meet customer obligations if there are delays or quality issues[89]. - The development and regulatory approval pathway for Aspire's product candidates is unproven, and market acceptance is uncertain[105]. - Aspire is developing high-dose sublingual aspirin as a potential treatment for heart attacks and strokes, but market acceptance remains uncertain[106]. - Manufacturing and supply chain risks could lead to increased costs and supply limitations for product candidates[143]. - Regulatory compliance is critical, as any failure could result in significant delays or inability to market products[147]. - The company must navigate various foreign regulatory requirements and potential economic instability when expanding internationally[151]. - 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 could result in decreased demand, reputational harm, and significant financial liabilities[154]. Operational and Management Considerations - Aspire currently lacks a marketing and sales organization, which may limit its ability to generate product revenue[144]. - The company relies on third parties for clinical trials, and any failure in their performance could adversely affect the development and commercialization of product candidates[136]. - Aspire relies on third-party manufacturers for clinical supplies and commercial production, which poses risks related to compliance and quality control[157]. - 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]. - Damage to Aspire's reputation could negatively impact its business, especially as it enters new markets[96]. - Cybersecurity threats and attacks could disrupt Aspire's operations and compromise sensitive information[97]. - The company emphasizes the importance of employee training and awareness in recognizing and responding to cybersecurity threats[174]. - Aspire's cybersecurity strategy includes proactive risk management and continuous monitoring to protect sensitive information and maintain stakeholder trust[171]. Accounting and Financial Reporting - 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 formulas[216]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid; the company does not expect a material impact from this adoption[217]. - ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requires public entities to disclose significant segment expenses and other segment items regularly provided to the chief operating officer[218]. - The company has no long-term debt or significant liabilities, only incurring a monthly fee of $10,000 for office space and administrative support 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]. Capital Structure - The Company raised gross proceeds of $250,000,000 from its IPO on February 23, 2022, and an additional $37,500,000 from the underwriter's overallotment option[141]. - 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]. - As of September 30, 2024, the Company had a working capital deficit of $6,511,072[144]. - The Company has outstanding Working Capital Loans of $449,214 as of September 30, 2024, which may be convertible into warrants of the post-Business Combination entity[152]. - The First Subscription Agreement resulted in a total contribution of $1,000,000 from investors[156]. - The Second Subscription Agreement led to an additional contribution of $500,000, which was loaned to the Company[157]. - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital[159]. - As of September 30, 2024, $328,939 was accrued as 'Due to affiliate' for administrative service fees[160]. Debt and Financing - The Company entered into a Loan and Transfer Agreement, with total borrowings of $199,214 as of September 30, 2024, compared to $0 on December 31, 2023[155]. - The Company recorded interest expenses of $8,496 and $170,071 for the three and nine months ended September 30, 2024, respectively, related to the amortization of the debt discount[155]. - The Company has no off-balance sheet financing arrangements as of September 30, 2024[161]. Business Operations - 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 Compliance - The Company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment[163]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[171].

Financial Performance - As of June 30, 2024, the Company reported a net loss of $602,258 for the three months ended, compared to a net income of $1,811,817 for the same period in 2023[128]. - 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[129]. - The Company incurred operating expenses of $501,012 for the three months ended June 30, 2024, compared to $288,246 for the same period in 2023[128]. - The Company recorded $88,644 and $229,919 of interest expense related to the amortization of the debt discount for the three and six months ended June 30, 2024, respectively[143]. - The Company incurred $30,000 and $60,000 in administrative service fees for the three and six months ended June 30, 2024, respectively[146]. Cash and Capital Structure - The Company had $6,524,611 held in the Trust Account as of June 30, 2024, designated for a Business Combination or to repurchase Ordinary Shares[134]. - As of June 30, 2024, the Company had a working capital deficit of $5,897,306[134]. - The Company had $0 in its operating bank account as of June 30, 2024[134]. - 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[144][146]. - The First Subscription Agreement resulted in a collective contribution of $1,000,000 from investors to the New Sponsor on March 5, 2024[145]. - The Second Subscription Agreement led to an additional $500,000 contribution from investors, which was loaned to the Company[146]. - Deferred underwriting fees totaled $10,812,500, which includes a cash discount of $750,000 and deferred commissions of $10,062,500[147]. - As of June 30, 2024, the Company accrued $298,939 as 'Due to affiliate' for administrative service fees and residual balances[149]. Business Combination and Future 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[135]. - The Company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[133]. Debt and Financing - The Company has no off-balance sheet financing arrangements as of June 30, 2024[150]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services[153]. Accounting and Regulatory Matters - The Company does not anticipate a material impact from the adoption of ASU 2023-09 on its financial statements[152]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of certain accounting standards[156].

Financial Performance - As of 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, partially offset by interest income of $234,853 [133]. - For the three months ended March 31, 2023, the Company had a net income of $2,872,433, primarily from interest income of $3,196,998 against operating expenses of $324,565 [134]. - The Company incurred $477,791 in net cash used in operating activities for the three months ended March 31, 2024, compared to $182,107 for the same period in 2023 [136]. Trust Account and Business Combination - The Company had $20,136,022 held in the Trust Account as of March 31, 2024, designated for a Business Combination or share repurchase [138]. - The Company intends to use substantially all funds in the Trust Account for the initial Business Combination, with any remaining proceeds used for working capital and growth strategies [137]. - The Company has until February 17, 2025, to complete an initial Business Combination, with the possibility of extending this period through shareholder vote [140]. Debt and Borrowings - The Company is party to a $2,000,000 loan to Visiox Pharmaceuticals as part of the Business Combination Agreement, to be repaid at the date of combination [139]. - As of March 31, 2024, the Company had $419,875 in borrowings under a Loan and Transfer Agreement, with $183,310 recorded as interest expense related to the amortization of the debt discount [148]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services [162]. Administrative and Underwriting Fees - The company incurred $30,000 in administrative service fees for both the three months ended March 31, 2024 and 2023 [151]. - The underwriters received a cash underwriting discount of $5,000,000 at the closing of the IPO, with an additional deferred fee of $10,812,500 [152]. - As of March 31, 2024, the company accrued $268,939 as 'Due to affiliate' for administrative services fees [154]. Accounting and Financial Reporting - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment [157]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [165]. - The company applies the two-class method for calculating earnings per share for Class A and Class B ordinary shares [160]. Off-Balance Sheet Arrangements - The company has no off-balance sheet financing arrangements as of March 31, 2024 [155]. - The company does not have any obligations or liabilities related to off-balance sheet arrangements [155]. - The company recorded $10,812,500 to additional paid-in capital due to the waiver of deferred underwriting commissions [153].