UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41293 Aspire Biopharma Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 33-3467744 (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUPACQUISITION CORP. (Exact name of registrant as specified in its charter) CaymanIslands (State or other jurisdiction o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUPACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction ...

IPO and Financial Proceeds - The company completed its initial public offering on February 23, 2022, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[15]. - A total of $294.69 million was placed in the trust account after the IPO and private placement warrant sale[16]. Business Combination Timeline and Requirements - The company must complete its initial business combination by May 23, 2024, or its existence will terminate[17]. - Shareholders approved an extension of the business combination deadline from May 23, 2023, to May 23, 2024, with approximately 26,946,271 Class A ordinary shares redeemed[19]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[35]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the balance in the trust account[53]. - The company intends to structure the initial business combination to acquire at least 50% of the outstanding voting securities of the target business[55]. - The company has until May 23, 2024, to complete an initial business combination, or it will cease operations and redeem public shares at a per-share price equal to the amount in the trust account[93]. Merger and Acquisition Plans - The company entered into a merger agreement with Visiox Pharmaceuticals, intending to exchange all outstanding capital stock of Visiox for shares of the company's common stock[23]. - The company plans to migrate from the Cayman Islands to Delaware prior to the closing of the merger, with a one-for-one conversion of shares[24]. - The management team possesses over 25 years of experience in growing companies, raising capital, and executing mergers and acquisitions[25]. - The company established acquisition criteria focusing on competitive position, management team capability, and potential for growth[26][27][28]. Financial Resources and Risks - The company has approximately $19.9 million available for a business combination as of December 31, 2023, assuming no redemptions[47]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with the initial business combination[51]. - The company has not taken steps to secure third-party financing for the initial business combination, and there is no assurance that it will be available[47]. - The time required to select and evaluate a target business and complete the initial business combination is currently uncertain, which may incur losses if not completed[58]. - The company may not have the resources to diversify operations after the initial business combination, potentially increasing risks associated with being in a single line of business[59]. - The obligation to pay cash for redemptions may reduce available resources for the initial business combination, potentially placing the company at a competitive disadvantage[108]. Redemption and Shareholder Rights - The anticipated redemption price for public shareholders upon completion of the initial business combination is approximately $11.03 per public share[74]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[85]. - The company will not complete the business combination if the aggregate cash consideration for redemptions exceeds the available cash[75]. - Shareholder approval is required for business combinations involving the issuance of more than 20% of the outstanding ordinary shares[76]. - The company expects to conduct redemptions either through a general meeting or a tender offer, depending on legal requirements[76]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001[75]. - The redemption offer will remain open for at least 20 business days following the announcement of the initial business combination[80]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive any redemption for their shares[92]. - The anticipated per-share redemption amount upon liquidation is $11.03, but this amount may be subject to claims from creditors[98]. - Public shareholders are entitled to redeem their Class A ordinary shares for cash if the initial business combination is not completed by May 23, 2024[105]. Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[42]. - The company 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 exceeds $700 million[44]. - The company is also classified as a "smaller reporting company," allowing for reduced disclosure obligations until certain market value or revenue thresholds are exceeded[118]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[110]. - Financial statements of prospective target businesses must comply with GAAP or IFRS, which may limit the pool of potential acquisition candidates[111]. - The company files various reports with the SEC, which are available to the public through its website[119]. Insider Trading and Market Conduct - The company has adopted an insider trading policy to prevent purchases during blackout periods and when in possession of material non-public information[67]. - Any purchases by insiders will comply with Regulation M under the Exchange Act to avoid market manipulation[72]. - Initial shareholders and management have waived their rights to liquidating distributions from the trust account for founder and placement shares if the business combination is not completed by the deadline[94]. - The company expects to fund costs associated with dissolution from remaining funds outside the trust account, which is currently none as of December 31, 2023[97]. - The company aims to have all vendors and service providers execute waivers regarding claims to the trust account, but there is no guarantee this will be achieved[99]. - If the trust account proceeds fall below $11.03 per public share, shareholders may not receive the expected redemption amount[102]. - The company has no liquid assets available to pay potential claims, with estimated liquidation costs not exceeding $100,000[103]. Competition and Market Position - The company faces intense competition from other blank check companies with greater financial and technical resources, limiting its ability to acquire larger target businesses[107]. - The company currently has two officers who will devote necessary time to affairs until the initial business combination is completed, with no full-time employees planned prior to that[109].

Financial Performance - As of September 30, 2023, the Company reported a net loss of $69,258, with operating expenses of $324,742 and interest income of $255,484[100] - For the nine months ended September 30, 2023, the Company had a net income of $4,614,992, consisting of operating expenses of $937,553 and interest income of $5,552,545[101] - For the nine months ended September 30, 2022, the Company reported a net income of $1,110,084, with operating expenses of $662,315 and interest income of $1,772,399[102] IPO and Fundraising - The Company raised gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022[103] - 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 contingent on the completion of a Business Combination[121] - The underwriters waived their entitlement to deferred underwriting commissions amounting to $10,812,500, which was recorded to additional paid-in capital[122] Business Combination and Trust Account - As of September 30, 2023, the Company had $19,640,501 in securities held in the Trust Account for a Business Combination and a working capital deficit of $62,954[107] - The Company intends to use substantially all funds in the Trust Account to complete its initial Business Combination and may withdraw interest income to pay taxes[106] - The Company has until May 23, 2024, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote[108] Administrative Expenses and Obligations - The Company incurred $30,000 in administrative services fees for the three months ended September 30, 2023, and $90,000 for the nine months ended September 30, 2023[120] - As of September 30, 2023, the company accrued $211,937 as 'Due to affiliate' for administrative services fees, compared to $122,689 as of December 31, 2022[123] - The company has no long-term debt or capital lease obligations, with a monthly fee of $10,000 payable to an affiliate for administrative support services[130] - The company has not incurred any obligations related to long-term liabilities other than the aforementioned monthly fee[130] Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[131] - The company applies the two-class method for calculating earnings per share, with net (loss) income per share for Class A and Class B shares calculated based on specific criteria[128] - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[124] - The company has no off-balance sheet arrangements or obligations as of September 30, 2023[124] - The company does not have any recently adopted accounting standards that would materially affect its financial statements[129] - The company has determined that its Public Warrants and Private Placement Warrants qualify for equity accounting treatment[126] Cash Position - The Company had $280 in its operating bank account as of September 30, 2023[107]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or ...

Table of Contents | --- | --- | |----------------------------------------------------------------------------|---------------------------------------------| | | | | Cayman Islands | N/A | | incorporation or organization) (State or other jurisdiction of | (I.R.S. Employer Identification Number) | | 188 Grand Street Unit #195 | 10013 | | New York, New York (Address of principal executive offices) | (Zip Code) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |------------------------------------ ...

Financial Performance - As of September 30, 2022, the Company reported a net income of $1,077,216 for the three months and $1,110,084 for the nine months, driven by interest income of $1,332,473 and $1,772,399 respectively[100]. - For the nine months ended September 30, 2022, net cash used in operating activities was $1,372,916, while net cash provided by financing activities was $296,593,545, primarily reflecting IPO proceeds[104]. - As of September 30, 2022, the Company had $296,459,899 in securities held in the Trust Account for a Business Combination and $1,772,399 in interest earned on those investments[106]. IPO and Capital Raising - The Company completed its IPO on February 23, 2022, raising gross proceeds of $250 million from the sale of 25,000,000 units at $10.00 per unit, along with an additional $13,707,500 from the sale of 9,138,333 private placement warrants[103]. - The underwriters received a cash underwriting discount of $5,000,000 at the IPO closing, with an additional deferred fee of $10,812,500 contingent on the completion of a Business Combination[119]. - The Sponsor purchased 8,625,000 Class B ordinary shares for $25,000, which were later adjusted to 7,187,500 shares after a share dividend[111]. - The Company may need to raise additional capital through loans or investments to meet working capital needs before completing a Business Combination[108]. Business Combination Timeline - The Company has 15 months from the IPO closing to complete an initial business combination, with the possibility of extending this period through a shareholder vote[107]. - A deferred fee of $10,812,500 is payable to underwriters from the Trust Account upon completion of a Business Combination[128]. Administrative and Operational Costs - The Company incurred $70,000 in administrative services fees for office space and related services as of September 30, 2022[118]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for office space and support services[127]. Risk and Financial Obligations - The Company has no off-balance sheet arrangements or obligations as of September 30, 2022[121]. - As of September 30, 2022, the company was not subject to market or interest rate risk, with IPO proceeds invested in U.S. government obligations with a maturity of 185 days or less[132].