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Powerup Acquisition Corp.(PWUPU) - 2024 Q4 - Annual Report

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].