What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-13 · 771 added, 662 removed, 397 unchanged (78% of the section changed)

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CONSOLIDATED BALANCE SHEETS

March 31, 2025

December 31, 2024

(As Restated)

expenses and other

current assets

Prepaid expenses and other

Total current assets

LIABILITIES AND SHAREHOLDERS’ DEFICIT

AND SHAREHOLDERS’ DEFICIT

payable – related party

note fee – related party

current liabilities

Accounts payable

Accrued expenses

Due to affiliate

Notes payable – related party

Other current liabilities

Promissory note fee – related party

Loan and transfer notes payable

Subscription agreement loan

Convertible note

Total current liabilities

Forward purchase agreement liability

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 9)

SHAREHOLDERS’ DEFICIT

Preference shares;

and transfer notes payable – related party

agreement loan

current liabilities

purchase agreement liability

AND CONTINGENCIES (Note 9)

SHAREHOLDERS’

$ 0.0001 par value, 10,000,000 shares authorized, none issued or outstanding

Class A common stock;

$ 0.0001 par value;

490,000,000 shares authorized;

48,900,970 and 27,601,767 issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

49,525,970 and 27,601,767 issued and outstanding at September 30, 2025 and

December 31, 2024, respectively

paid-in capital

( 22,550,347 )

( 2,777,233 )

Total shareholders’ deficit

SHAREHOLDERS’ DEFICIT

( 11,467,278 )

( 1,540,088 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES AND SHAREHOLDERS’ DEFICIT

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

the Three Months Ended

the Nine Months Ended

of goods sold

and administrative (including stock based compensation of $ 0 , $ 0 , $ 14.1 M and $ 0 , respectively)

and development

and marketing

operating expenses

General and administrative

Research and development

Sales and marketing

Loss from operating expenses

from operations

( 1,145,497 )

Other expenses, net:

Interest Expense

Change in fair value of derivative liability and convertible notes

Total other expenses, net

( 17,501,867 )

income (expense):

( 1,480,058 )

Weighted average shares outstanding of Class A common stock

Basic and diluted net loss per share, Class A common stock

( 2,297,882 )

in fair value of derivative liability

on extinguishment of debt

other (expense) income, net

( 2,271,247 )

$ ( 1,850,493 )

$ ( 216,269 )

$ ( 19,773,114 )

$ ( 544,162 )

average shares outstanding of Common Stock

and diluted net loss per share of Common Stock

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2025

(As Restated)

Preferred Stock

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Shareholders’

Balance - January 1, 2025

- January 1, 2025

$ ( 2,777,233 )

$ ( 1,540,088 )

Retroactive application of recapitalization

Conversion of warrants

of shares in Reverse Acquisition

( 4,603,302 )

Balance - January 1, 2025

( 4,602,576 )

of shares under working capital loans and non redemption agreements

of commitment fee shares under ELOC agreement

based compensation

( 15,941,328 )

Conversion of warrants

Issuance of shares in Business Combination

( 15,941,328 )

– March 31, 2025

( 18,718,561 )

Issuance of shares under working capital loans and non redemption agreements

Issuance of commitment fee shares under ELOC agreement

Stock based compensation

( 7,952,742 )

issued pursuant to settlement agreement

( 1,981,293 )

Balance - March 31, 2025, as Restated

( 1,981,293 )

– June 30, 2025

( 20,699,854 )

THE THREE MONTHS ENDED MARCH 31, 2024

Preferred Stock

( 9,616,785 )

( 1,850,493 )

– September 30, 2025

$ ( 22,550,347 )

$ ( 11,467,278 )

Shareholders’

Balance - January 1, 2024

- January 1, 2024

$ ( 1,467,361 )

$ ( 487,861 )

Retroactive application of recapitalization

application of recapitalization

- 412,418,421

Balance - January 1, 2024

- January 1, 2024

( 1,467,361 )

of common stock

- March 31, 2024

( 1,698,331 )

Issuance of common stock

Balance - March 31, 2024

of common stock

- June 30, 2024

( 1,795,254 )

- September 30, 2024

( 2,011,523 )

- December 31, 2024

$ ( 2,777,233 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

the Nine Months Ended

FLOWS FROM OPERATING ACTIVITIES

$ ( 19,773,114 )

$ ( 544,162 )

Adjustments to reconcile net loss to net cash used in operating activities:

Interest expense

Change in fair value of derivative liabilities

Stock based compensation

Changes in operating assets and liabilities:

Prepaid expenses

Due from related party

to reconcile net loss to net cash used in operating activities:

of debt discount

on extinguishment of debt

in fair value of derivative liabilities

based compensation

in operating assets and liabilities:

current liabilities

cash flows provided by (used in) operating activities

( 3,995,647 )

Accounts payable

Accrued expenses

Other current liabilities

Net cash flows used in operating activities

FLOWS FROM FINANCING ACTIVITIES

of common stock

term loan from shareholders

from recapitalization

from issuance of convertible notes

of convertible notes

( 3,032,645 )

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of common stock

Proceeds from Recapitalization

Proceeds from issuance of convertible notes

Proceeds from notes payable - related party

Repayment of notes payable – related party

Net cash flows provided by financing activities

NET CHANGE IN CASH

CASH, BEGINNING OF THE PERIOD

CASH, END OF THE PERIOD

Supplemental disclosure of noncash activities:

Accounts payable, accrued liabilities and other current liabilities combined

Promissory note fee – related party combined

Subscription agreement loans combined

Loan and transfer note payable combined

Forward purchase agreement liability combined

of subscription agreement loan

costs paid in connection with convertible notes

from notes payable - related party

of notes payable – related party

cash flows provided by (used in) financing activities

CHANGE IN CASH

BEGINNING OF THE PERIOD

END OF THE PERIOD

disclosure of noncash investing and financing activities:

payable and other liabilities combined, net

pursuant to settlement agreement

of shares in reverse acquisition

of shares under working capital loans and non redemption agreements

of commitment fee shares under ELOC agreement

cashflow information:

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Biopharma Holdings, Inc.(the “Company” or “Aspire”) was incorporated in Delaware in February 2025.

an early-stage biopharmaceutical company which engages in the business of developing and marketing the disruptive technology for novel

sublingual delivery mechanisms initially for known drugs.

August 26, 2024, PowerUp Acquisition Corp.

entered into an Agreement and Plan of Merger (as amended from time to time, the “Aspire

Merger Agreement”) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger

Sub”), the New Sponsor, Stephen Quesenberry, in the capacity as the seller representative, and Aspire Biopharma, Inc., a Puerto

Rico corporation (“Aspire”).

February 17, 2025 (the “Closing Date”), PowerUp Acquisition Corp.) (the “Company” or “New Aspire”),

consummated the previously announced transaction (the “Business Combination”) pursuant to that certain Agreement and Plan

of Merger, dated August 26, 2024, as amended by an Amendment Agreement dated September 5, 2024 and a Second Amendment Agreement dated

October 9, 2024 (the “Business Combination Agreement”), by and among the Company, PowerUp Merger Sub II, Inc., a Delaware

corporation and wholly owned subsidiary of PowerUp (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability

company (the “Sponsor”), Stephen Quesenberry, in the capacity as the seller representative (the “Seller Representative”),

and Aspire Biopharma, Inc., a Puerto Rico corporation (“Aspire”).

In connection with the consummation of the Business Combination

(the “Closing”), “PowerUp Acquisition Corp.” changed its name to “Aspire Biopharma Holdings, Inc.”

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

preparing the Company’s second quarter 2025 condensed consolidated financial statements, the Company identified an error in the

Company’s condensed consolidated financials for the quarter ended Meach 31, 2025 that caused an understatement to liabilities and

a corresponding overstatement of equity The error had no cash impact and no impact on net loss.

to the close of the business combination, on October 2, 2024, PowerUp entered into a Promissory Note Fee Agreement with Sponsor (the

“Promissory Note Fee Agreement”).

Pursuant to the Promissory Note Fee Agreement, PowerUp and Sponsor agreed that Sponsor

took a significant risk on behalf of the Company by entering into the Visiox Promissory Note in exchange for payment of the Original

Promissory Note Fee, and that Sponsor should be compensated for that risk despite the termination of the right to receive the Original

Promissory Note Fee as a result of the termination of the Visiox BCA.

As consideration for the foregoing, the Company agreed to pay Sponsor

a modified promissory note fee of $ 1,000,000 (the “Modified Promissory Note Fee”) upon the successful closing of a Business

At the close of the Business Combination in February, 2025, the $ 1,000,000 fee was unpaid and Aspire Biopharma Holdings

assumed the obligations.

The disclosure was made on the March 31, 2025 financial statements but the corresponding liability and

equity entry was not recorded at close of the business combination.

This Amendment is being filed to restate the financial statements

to reflect the recognition of this liability in the Company’s financial statements.

effects of the restatements on the Condensed Consolidated Balance Sheet as of March 31, 2025 are as follows:

OF ACCOUNTING CHANGES AND ERROR CORRECTIONS

Total Liabilities

( 8,918,256 )

( 1,000,000 )

( 9,918,256 )

Additional Paid in Capital

( 1,000,000 )

Total Stockholders’ deficit

effects of the restatements on the Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended

March 31, 2025 are as follows:

Issuance of shares in Business Combination

( 3,602,576 )

( 1,000,000 )

( 4,602,576 )

Additional Paid in Capital

( 1,000,000 )

Total Stockholders’ deficit

Biopharma Holdings, Inc.

(the “Company” or “Aspire”) was incorporated as PowerUp Acquisition Corp., a Cayman

Islands exempted company, on February 9, 2021.

On February 17, 2025, the Company completed the Reverse Acquisition described below and

changed its name to Aspire Biopharma Holdings, Inc.

Aspire is an early-stage biopharmaceutical company which engages in the business

of developing and marketing disruptive technology for novel sublingual delivery mechanisms initially for known drugs and supplements,

such as aspirin and caffeine products.

August 26, 2024, the Company (known as PowerUp Acquisition Corp.

at that time) entered into an Agreement and Plan of Merger (as amended,

the “Aspire Merger Agreement”) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the

Company (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), Stephen

Quesenberry, in the capacity as the seller representative, and Aspire Biopharma, Inc., a Puerto Rico corporation (“Aspire Biopharma,

February 17, 2025 (the “Closing Date”), the Company consummated the reverse acquisition transaction (the “Reverse Acquisition”)

pursuant to the terms of the Aspire Merger Agreement In connection with the consummation of the Reverse Acquisition, the Company changed

its name from PowerUp Acquisition Corp.

to “Aspire Biopharma Holdings, Inc.” ( See Note 4 - Recapitalization )

May 5, 2025, the Company formed a wholly owned subsidiary, Buzz Bomb Caffeine Co.

LIQUIDITY AND GOING CONCERN

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The Company had an accumulated deficit of $ 22,550,347

as of March 31, 2025.

As of March 31, 2025, working capital deficit was $ 7,903,439 and cash was $ 1,346,543 .

With the consummation of the

Business Combination as described above) and Subscription Agreements (as described above), the Company received proceeds of approximately

$ 265,827 in February 2025, after giving effect to PowerUp’s stockholder redemptions and payment of transaction expenses, $ 100,000,000

pursuant to the Company’s ELOC Agreement (as defined below) as detailed in Part II Item 2 in the section titled Unregistered Sales

of Equity Securities, and an additional $ 3,000,000 after the consummation of the Business Combination.

The Company’s future capital

requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing and research

and development efforts.

as of September 30, 2025.

As of September 30, 2025, working capital deficit was $ 11,457,377 and cash was $ 1,948,271 .

Company received proceeds of approximately $ 265,827 as a result of the Reverse Acquisition in February 2025, after giving effect to stockholder

redemptions and payment of transaction expenses in connection with the Reverse Acquisition.

The Company received an additional $ 3,000,000

pursuant to the convertible note agreements issued under the Securities Purchase Agreement entered into on February 17, 2025.

The Company’s

future capital requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing

and research and development efforts.

In order to finance these opportunities, the Company will need to raise additional financing.

While there can

be no assurances, the Company intends to raise such capital through issuances of additional equity.

If additional financing is required

from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all.

If the Company is unable

to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially

and adversely affected.

there can be no assurances, the Company intends to raise such capital through issuances of additional equity.

If additional financing

is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all.

If the Company

is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would

be materially and adversely affected.

a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial

Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Going Concern,” management has determined that

the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through

twelve months from the date these condensed consolidated financial statements are available to be issued.

These condensed consolidated

financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities

that might be necessary should the Company be unable to continue as a going concern.

Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Going Concern,”

management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to

continue as a going concern through twelve months from the date these condensed consolidated financial statements are available to be

These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets

or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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GAAP”) for interim financial information and in accordance with the instructions

to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in unaudited condensed

consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed consolidated or omitted, pursuant to the

rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes

necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the

accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,

which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).

Certain information

or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S.

have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,

or cash flows.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments,

consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and

cash flows for the periods presented.

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report

on Form 10-K for the period ended December 31, 2024, as filed with the SEC on April 7, 2025.

The interim results for the three months

ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future

The interim results for the three and nine

months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or

for any future period.

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant

intercompany balances and transactions have been eliminated in consolidation.

Growth Company

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how to allocate resources and in assessing performance.

The Company’s CODM is the chairman, who has ultimate responsibility for

the operating performance of the Company and the allocation of resources.

The Company’s CODM is the Chief Executive Officer, who has ultimate responsibility

for the operating performance of the Company and the allocation of resources.

The CODM reviews the assets, operating results, and financial

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The CODM assesses performance for the single reportable segment and decides

how to allocate resources based on operating expenses that also is reported on the statement of operations as net income.

how to allocate resources based on operating expenses that also is reported on the statements of operations as net income.

of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions

regarding resource allocation, the CODM reviews several key metrics included in operating expenses and cash and cash equivalents.

regarding resource allocation, the CODM reviews several key metrics included in operating expenses and cash.

expenses, inclusive of general and administrative costs, research and development costs and sales and marketing costs, are reviewed and

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The categories of

operating expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular

operating expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular

Concentration

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instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 , and investments held in the trust account.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition,

results of operations, and cash flows.

which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $ 250,000 .

Any loss incurred

or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations,

and cash flows.

As of September 30, 2025 and December 31, 2024, the Company had $ 1,678,669 and $ 0 , respectively in deposits in U.S banks

in excess of the FDIC limit.

Deposits are maintained with high-quality financial institutions that management believes are creditworthy.

Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of March 31, 2025 and December 31, 2024.

The Company did no t have any cash equivalents as of September 30, 2025 or December 31, 2024.

Value of Financial Instruments

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Inputs are quoted prices in active markets for identical assets or liabilities.

Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets

or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability,

either directly or indirectly.

Inputs include quoted prices for similar assets or liabilities in active markets, quoted

prices for identical or similar assets or liabilities in markets that are not active, and

inputs (other than quoted prices) that are observable for the asset or liability, either

directly or indirectly.

Inputs are unobservable for the asset or liability.

carrying amounts of certain financial instruments, such as cash equivalents, accounts payable and accrued liabilities, approximate fair

value due to their relatively short maturities.

The fair value of debt instruments for which the Company has not elected fair value accounting

carrying amounts of certain financial instruments, such as accounts payable and accrued liabilities, approximate fair value due to their

relatively short maturities.

The fair value of debt instruments for which the Company has not elected the fair value option of accounting

is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting

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on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting.

consisting of finished goods are stated at the lower of cost or market value with cost determined by the first-in, first-out (FIFO) method

of accounting for inventory.

Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete, spoiled,

or in excess of future demand.

The Company provides impairment that is charged directly to cost of sales when it is has been determined

the product is obsolete, spoiled, and the Company will not be able to sell it at a normal profit above its carrying cost.

no impairment charges during the three and nine months ended September 30, 2025.

and Development Cost

Company accounts for research and development cost (“R&D”) in accordance with FASB ASC Topic 730, “Research and

Development.” R&D represents costs incurred in performing research aimed at the discovery of new knowledge and the advancement

of techniques to bring significant improvements to products and processes.

Costs incurred in developing a product include consulting

and other professional fees.

Company accounts for research and development cost (“R&D”) in accordance with ASC Topic 730, “Research and Development”.

R&D represents costs are expensed as incurred.

Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts .

The core principle of the guidance in Topic

606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve the core principle,

the Company applied the following five-step model that requires entities to exercise judgment:

Identify the contracts or agreements with a customer:

The Company sells pharmaceutical products directly to customers from its website.

The Company’s revenue is derived from the customer orders evidenced by invoices issued.

Orders placed by customers constitute the

Company’s contracts with customers.

Identifying the performance obligations in the contract or agreement:

The contract with the customer contains a single performance obligation:

fulfillment of the customer’s order.

Determine the transaction price:

The Company’s sales arrangements for pharmaceutical products require a full prepayment from the

customer at a fixed price per unit based on the terms of the invoice with the customer and before the shipment of products.

The transaction

price is the amount that reflects the consideration which the Company expects to receive.

Allocate the transaction price to the separate performance obligations:

All transaction prices are allocated to the single performance

Recognize revenue as each performance obligation is satisfied:

This performance obligation is satisfied when control of the product is

transferred to the customer, which generally occurs upon shipment.

The Company receives orders for products to be delivered over multiple

dates that may extend across reporting periods.

The Company’s accounting policy treats shipping and handling activities as a fulfillment

The Company invoices for each order upon payment and recognizes revenue at the fixed price for each distinct product delivered

when transfer of control has occurred, which is generally upon shipment.

Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled

to in exchange for the services it transfers to its clients.

of Goods Sold

Company’s cost of revenue is comprised of costs related to its commercial revenue, including manufacturing costs and indirect costs

associated with the manufacturing and distribution of its products.

The Company also may include certain period costs related to manufacturing

services and inventory adjustments in cost of revenue.

Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

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assets will not be realized.

In assessing the realizability of deferred tax assets, the Company assesses the likelihood that deferred

tax assets will be recovered through tax planning strategies or from future taxable income, and to the extent that recovery is not likely

or there is insufficient earnings history, a valuation allowance is established.

The Company’s ability to utilize net operating

losses (“NOL”) carryforwards to offset future taxable income would be limited if the Company had undergone or were to undergo

an “ownership change” within the meaning of Section 382 of the Internal Revenue Code (the “IRC”).

adjusts the valuation allowance in the period management determines it is more likely than not that deferred tax assets will or will

not be realized.

Changes in valuation allowances from period to period are included in the tax provision in the period of change.

of September 30, 2025, the Company provided a valuation allowance for all net deferred tax assets as it is more likely than not that

the assets will not be recovered based on an insufficient history of earnings.

For the three and nine months ended September 30, 2025,

there were no provision for income taxes

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements

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For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March

31, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

Income (Loss) per Ordinary Share

net income (loss) per share is computed by dividing the net income (loss) by the weighted average shares outstanding at the end of the

Diluted income (loss) per share is computed by giving effect to all potential shares of common stock to the extent dilutive.

For the three months ended March 31, 2025 and March 31, 2024, the Company’s diluted weighted-average shares outstanding is equal

to basic weighted-average shares, due to the Company’s net loss position.

Hence, no common stock equivalents were included in the

computation of diluted net loss per unit since such inclusion would have been antidilutive.

At March 31, 2025 and December 31, 2024,

potentially dilutive securities includes the public and private placement warrants.

not to be sustained based on its technical merits and upon examination by taxing authorities.

If a tax benefit meets this criterion,

it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized.

were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company did no t recognize

interest or penalties on its consolidated statements of operations during the three and nine month period ended September 30, 2025.

Company does not anticipate unrecognized tax benefits will be recorded during the next 12 months.

Loss per share

net income (loss) per share is computed by dividing the net loss by the weighted average shares outstanding at the end of the period.

Diluted loss per share is computed by giving effect to all potential shares of common stock to the extent dilutive.

For the three and

nine months ended September 30, 2025 and 2024, the Company’s diluted weighted-average shares outstanding is equal to basic weighted-average

shares, due to the Company’s net loss position.

No common stock equivalents were included in the computation of diluted net loss

per unit since such inclusion would have been antidilutive.

At September 30, 2025 and December 31, 2024, potentially dilutive securities

include the public and private placement warrants and the convertible promissory notes.

Company accounts for share-based compensation arrangements granted to employees and vendors in accordance with ASC 718 by measuring the

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consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,”

which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help

investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results.

new standard will also allow disclosure of multiple measures of segment profitability if those measures are used to allocate resources

and assess performance.

The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and

interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments are required to be

applied retrospectively to all prior periods presented in an entity’s financial statements.

The Company adopted the guidance effective

December 31, 2024 for the fiscal year beginning January 1, 2024.

There was no impact on the Company’s reportable segment identified

and additional required disclosures have been included in these financial statements (see Note 4).

Accounting Pronouncements Not Yet Adopted

June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject

to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value

of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions.

is effective for public companies for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

This accounting standard

update is not expected to have a material impact on our condensed consolidated financial statements as the amendments align with our

existing policy.

Issued Accounting Pronouncements Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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is permitted.

We are currently evaluating the impact of this accounting standard update on our condensed consolidated financial statements.

RECAPITALIZATION (As Restated)

The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial

November 4, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature

of expenses included in the statements of operations.

The new standard requires disclosures about specific types of expenses included

in the expense captions presented on the face of the statements of operations as well as disclosures about selling expenses.

is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods

beginning after December 15, 2027.

RECAPITALIZATION

August 26, 2024, PowerUp Acquisition Corp.

(“PowerUp”) entered into an Agreement and Plan of Merger (as amended from time

to time, the “Business Combination Agreement”) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned

subsidiary of the Company (“Merger Sub”), the New Sponsor, Stephen Quesenberry, in the capacity as the seller representative,

and Aspire Biopharma, Inc., a Puerto Rico corporation.

the Closing Date, Merger Sub merged with and into Aspire Biopharma, Inc, with Aspire Biopharma, Inc being the surviving company.

giving effect to the Business Combination, Aspire Biopharma, Inc became a wholly owned subsidiary of New Aspire.

In accordance with the

terms and subject to the conditions of the Business Combination Agreement and the Proposed Charter, at Closing Date, the Aspire Biopharma,

Inc Stockholders collectively received, in the aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable

shares of New Aspire Biopharma, Inc Common Stock with an aggregate value equal to (a) $ 350 million less (b) the amount by which Aspire

Biopharma, Inc’s cash at Closing is less than the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived

by PowerUp), if any, less (c) Aspire’s Indebtedness at Closing.

the satisfaction or waiver of the conditions of the Business Combination Agreement, PowerUp migrated out of the Cayman Islands and domesticated

as a Delaware corporation.

Also prior to the Closing Date, Aspire Biopharma, Inc deregistered as a Puerto Rican entity and domesticated

as a Delaware corporation (the “Aspire Domestication”) in accordance with Section 3746 of the Puerto Rico General Corporations

Act (as amended) and Section 388 of the Delaware General Corporation Law.

Pursuant to the Aspire Domestication, Aspire’s jurisdiction

of incorporation was changed from Puerto Rico to the State of Delaware.

In connection with the Aspire Domestication, all issued and outstanding

shares of Aspire’s pre-domestication voting common stock, Series A preferred stock, and any unconverted warrants automatically

converted, on a one-for-one basis, into shares of the post-domesticated entity’s common stock, Series A preferred stock, and warrants,

respectively.

connection with the PowerUp Domestication, prior to the consummation of the Business Combination (the” Closing Date”):

each issued and outstanding Class A ordinary share, par value $ 0.0001 per share (the “Class A common stock”), of PowerUp

converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock,

par value $ 0.0001 per share, of New Aspire (the “New Aspire Class A Common Stock”);

and (ii) each issued and outstanding

whole warrant to purchase Class A common stock of PowerUp automatically represented the right to purchase one share of New Aspire Class

A Common Stock, at an exercise price of $ 11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of

February 17, 2022, by and between PowerUp and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), a New

York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the

“Transfer Agent”) (the “Warrant Agreement”).

Immediately following the PowerUp Domestication, (i) the New Aspire

Class A Common Stock reclassified as common stock, par value $ 0.0001 per share (the “New Aspire Common Stock”);

issued and outstanding unit of PowerUp that has not been previously separated into the underlying Class A ordinary share and underlying

one-half of one warrant upon the request of the holder thereof were cancelled and entitled the holder thereof to one share of New Aspire

Common Stock and one-half of one public warrant, with a whole public warrant representing the right to acquire one share of New Aspire

Common Stock at an exercise price of $ 11.50 per share on the terms and conditions set forth in the Warrant Agreement;

(iii) the governing

documents of PowerUp were amended and restated and become the certificate of incorporation and the bylaws of New and (iv) the form of

the certificate of incorporation and the bylaws were appropriately adjusted to give effect to any amendments contemplated by the form

of certificate of incorporation or the bylaws that are not adopted and approved by the PowerUp shareholders, other than the amendments

to the PowerUp governing documents that are contemplated by the Organizational Documents Proposal, which is a condition to the Closing

of the Business Combination.

No fractional warrants were issued upon the separation of units and only whole warrants are traded.

prior to the effective time of the consummation of the Business Combination, Aspire Biopharma, Inc caused (i) each share of Aspire Biopharma,

Inc Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number

of shares of Aspire Common Stock at the then-effective conversion rate (the “Preferred Conversion”).

All of the shares of

Aspire Preferred Stock converted into shares of Aspire Common Stock were no longer outstanding and ceased to exist, and each holder of

Aspire Biopharma, Inc Preferred Stock thereafter ceased to have any rights with respect to such Aspire Biopharma, Inc Preferred Stock.

Aspire Biopharma, Inc caused each Aspire Biopharma, Inc Warrant to be terminated in exchange for shares of Aspire Common Stock in accordance

with the respective warrant agreements associated with each such warrant.

February 17, 2025 (the “Closing Date), the Business Combination was consummated.

In connection with the consummation of the Business

Combination ( PowerUp Acquisition Corp.

to time, the “Merger Agreement”) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of

the Company (“Merger Sub”), the New Sponsor, Stephen Quesenberry, in the capacity as the seller representative, and Aspire

Biopharma, Inc., a Puerto Rico corporation.

February 17, 2025 prior to the time of the consummation of the reverse acquisition (the “Closing Date”), Merger Sub merged

with and into Aspire Biopharma, Inc, with Aspire Biopharma, Inc being the surviving company.

After giving effect to the Reverse Acquisition,

Aspire Biopharma, Inc became a wholly owned subsidiary of Aspire Biopharma Holdings, Inc., a Delaware corporation (f/k/a PowerUp Acquisition

Corp.) (“New Aspire”).

At Closing Date, the Aspire Biopharma, Inc Stockholders collectively received, in the aggregate, a

number of shares of duly authorized, validly issued, fully paid and nonassessable shares of New Aspire Biopharma, Inc Common Stock with

an aggregate value equal to (a) $ 350 million less (b) the amount by which Aspire Biopharma, Inc’s cash at Closing is less than

the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived by PowerUp), if any, less (c) Aspire’s indebtedness

to the Merger Agreement, PowerUp migrated out of the Cayman Islands and domesticated as a Delaware corporation.

Also prior to the Closing

Date, Aspire Biopharma, Inc deregistered as a Puerto Rican entity and domesticated as a Delaware corporation (the “Aspire Domestication”)

in accordance with Section 3746 of the Puerto Rico General Corporations Act (as amended) and Section 388 of the Delaware General Corporation

Pursuant to the Aspire Domestication, Aspire’s jurisdiction of incorporation was changed from Puerto Rico to the State of

In connection with the Aspire Domestication, all issued and outstanding shares of Aspire’s pre-domestication voting common

stock, Series A preferred stock, and any unconverted warrants automatically converted, on a one-for-one basis, into shares of the post-domesticated

entity’s common stock, Series A preferred stock, and warrants, respectively.

connection with the change of PowerUp’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware ( the “PowerUp

Domestication”), prior to the consummation of the Reverse Acquisition (the” Closing Date”):

(i) each issued and outstanding

Class A ordinary share, par value $ 0.0001 per share (the “Class A common stock”), of PowerUp converted, on a one-for-one

basis, into a duly authorized, validly issued, fully paid and nonassessable share of common stock, par value $ 0.0001 per share, of New

Aspire (the “New Aspire Common Stock”);

and (ii) each issued and outstanding whole warrant to purchase Class A common stock

of PowerUp automatically represented the right to purchase one share of New Aspire Common Stock, at an exercise price of $ 11.50 per share

on the terms and conditions set forth in the Warrant Agreement, dated as of February 17, 2022, by and between PowerUp and Equiniti Trust

Company, LLC (f/k/a American Stock Transfer & Trust Company), a New York limited purpose trust company, as warrant agent (in such

capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”) (the “Warrant Agreement”).

Immediately following the PowerUp Domestication, (i) the New Aspire Common Stock reclassified as common stock, par value $ 0.0001 per

share (the “New Aspire Common Stock”);

(ii) each issued and outstanding unit of PowerUp that had not been previously separated

into the underlying Class A ordinary share and underlying one-half of one warrant upon the request of the holder thereof were cancelled

and entitled the holder thereof to one share of New Aspire Common Stock and one-half of one public warrant, with a whole public warrant

representing the right to acquire one share of New Aspire Common Stock at an exercise price of $ 11.50 per share on the terms and conditions

set forth in the Warrant Agreement;

(iii) the governing documents of PowerUp were amended and restated and become the certificate of

incorporation and the bylaws of New and (iv) the form of the certificate of incorporation and the bylaws were appropriately adjusted

to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved

by the PowerUp shareholders, other than the amendments to the PowerUp governing documents that are contemplated by the Organizational

Documents Proposal, which is a condition to the Closing of the Reverse Acquisition.

No fractional warrants were issued upon the separation

of units and only whole warrants are traded.

to the effective time of the consummation of the Reverse Acquisition, Aspire Biopharma, Inc caused (i) each share of Aspire Biopharma,

Inc Preferred Stock that is issued and outstanding immediately prior to the effective time of the reverse acquisition to be automatically

converted into a number of shares of Aspire common stock at the then-effective conversion rate (the “Preferred Conversion”).

All of the shares of Aspire preferred stock converted into shares of Aspire common stock were no longer outstanding and ceased to exist,

and each holder of Aspire Biopharma, Inc Preferred Stock thereafter ceased to have any rights with respect to such Aspire Biopharma,

Inc preferred stock.

Aspire Biopharma, Inc caused each Aspire Biopharma, Inc Warrant to be terminated in exchange for shares of Aspire

common stock in accordance with the respective warrant agreements associated with each such warrant.

February 17, 2025 (the “Closing Date), the Reverse Acquisition was consummated.

In connection with the consummation of the Reverse

Acquisition, PowerUp Acquisition Corp.

changed its name to Aspire Biopharma Holdings, Inc.

February 17, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra

Alternative Capital Strategies, LLC, a sole member entity controlled by Aspire’s former Director of Investor Relations, Lance Friedman,

which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc.

that was terminated effective February

17, 2025, and Target Capital X LLC (collectively, the “Investors”).

Under the Securities Purchase Agreement, the Company

issued two 20% original issue discount senior secured convertible debentures (“Debentures”) in an aggregate principal amount

of $ 3,750,000 million, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing

at least a majority of the aggregate principal and interest owed under the outstanding Debentures (“Requisite Holders”),

under the Securities Purchase Agreement (the “Offering”).

The conversion price per share of each Debenture is equal to 92.5 %

of the lowest daily VWAP (as defined in the Debentures) of the Company’s shares of common stock during the five trading day period

ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures),

subject to adjustments related to the trading price of the Company’s common stock provided that no conversion may be at a price

per share less than the floor price of $ 4.00 per share ( See Note 9).

connection with the Business Combination, on the Closing Date, certain officers, directors, and stockholders of Aspire Biopharma, Inc

Alternative Capital Strategies, LLC (“Cobra”), a sole member entity controlled by Aspire’s former Director of Investor

Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc.

Friedman controls) that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the “Investors”).

Under the Securities Purchase Agreement, the Company issued two 20% original issue discount senior secured convertible debentures (“Debentures”)

in an aggregate principal amount of $ 3,750,000 , and may issue additional Debentures upon the mutual agreement of the Company and the

holders of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures

(“Requisite Holders”), under the Securities Purchase Agreement (the “Offering”).

The conversion price per share

of each Debenture is equal to 92.5 % of the lowest daily VWAP (as defined in the Debentures) of the Company’s shares of common stock

during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion

Notice (as defined in the Debentures), subject to adjustments related to the trading price of the Company’s common stock provided

that no conversion may be at a price per share less than the floor price of $ 4.00 per share ( See Note 7 - Convertible Notes ).

connection with the Reverse Acquisition, on the Closing Date, certain officers, directors, and stockholders of Aspire Biopharma, Inc

each entered into a non-competition agreement and lock-up agreements with the Company.

Business Combination was accounted for as a reverse recapitalization in accordance with GAAP.

Reverse Acquisition was accounted for as a reverse recapitalization in accordance with GAAP.

Under this method of accounting, PowerUp,

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the following facts and circumstances under the redemption scenarios:

Biopharma Inc’s existing stockholders will have more than 64.4 % of the voting interest of New Aspire under both the no redemption

and maximum redemption scenarios;

Biopharma Inc’s existing stockholders will have more than 64.4 % of the voting interest

of New Aspire under both the no redemption and maximum redemption scenarios;

Biopharma Inc’s senior management will comprise the senior management of New Aspire;

directors nominated by Aspire will represent the majority of the board of directors of New Aspire;

directors nominated by Aspire will represent the majority of the board of directors of New

Biopharma Inc’s operations will comprise the ongoing operations of New Aspire;

Aspire will assume Aspire’s name.

for accounting purposes, the Business Combination was treated as the equivalent of a capital transaction in which Aspire is issuing stock

for accounting purposes, the Reverse Acquisition was treated as the equivalent of a capital transaction in which Aspire is issuing stock

for the net assets of PowerUp.

The net assets of PowerUp will be stated at historical cost, with no goodwill or other intangible assets

Operations prior to the Business Combination will be those of Aspire Biopharma, Inc.

closing of the Business Combination, the Company received gross proceeds of $ 811,370 as a result of the Business Combination, offset

by total transaction costs of $ 545,543 .

The following table reconciles the elements of the Business Combination to the condensed consolidated

statements of cash flows and the condensed consolidated statement of changes in stockholders’ deficit for the three months ended

March 31, 2025:

Operations prior to the Reverse Acquisition will be those of Aspire Biopharma, Inc.

closing of the Reverse Acquisition, the Company received gross proceeds of $ 811,370 as a result of the Reverse Acquisition, offset by

total transaction costs of $ 545,543 .

The following table reconciles the elements of the Reverse Acquisition to the condensed consolidated

statements of cash flows and the condensed consolidated statement of changes in stockholders’ deficit for the nine months ended

September 30, 2025:

SCHEDULE OF RECONCILES THE ELEMENTS

OF THE BUSINESS COMBINATION

Cash-trust and cash, net of redemptions

and cash, net of redemptions

transaction costs, paid

Net proceeds from the Business Combination

proceeds from the Reverse Acquisition

accounts payable, accrued liabilities and other current liabilities combined

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Forward purchase agreement liability combined

Reverse recapitalization, net

recapitalization, net

$ ( 4,602,576 )

number of shares of Common Stock issued immediately following the consummation of the Business Combination were:

number of shares of Common Stock issued immediately following the consummation of the Reverse Acquisition were:

SCHEDULE OF CONSUMMATION OF THE

BUSINESS COMBINATION

PowerUp Class A common stock, outstanding prior to the Business Combination

Class A common stock, outstanding prior to the Reverse Acquisition

Redemption of PowerUp Class A common stock

Class A common stock of PowerUp

PowerUp Class B common stock, outstanding prior to the Business Combination

Business Combination Class A common stock

Issuance of shares related working capital agreements

Aspire Biopharma, Inc Shares

Class A and B Common Stock immediately after the Business Combination

A common stock of PowerUp

Class B common stock, outstanding prior to the Reverse Acquisition

Acquisition Class A common stock

of shares related working capital agreements

Biopharma, Inc Shares

Stock immediately after the Reverse Acquisition

number of Aspire Biopharma, Inc shares was determined as follows:

SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO

Biopharma, In Shares

Aspire’s Shares

after conversion

Class A Common Stock issued to existing Aspire Biopharma, Inc Shareholders

Class A Common Stock obligation shares issued

Number of Shares

Biopharma, Inc Shares

Shares after conversion ratio

Stock issued to existing Aspire Biopharma, Inc Shareholders

$ 531,822,059

Stock obligation shares issued

$ 531,822,059

and private placement warrants

14,374,969 Public Warrants issued at the time of PowerUp’s initial public offering, and 9,763,333 warrants issued in connection

with private placement at the time of PowerUp’s initial public offering (the “Private Placement Warrants”) remained

outstanding and became warrants for the Company.

to the closing of the Business Combination, certain PowerUp public shareholders exercised their right to redeem certain of their outstanding

shares for cash, resulting in the redemption of 507,631 shares of PowerUp Class A common stock for an aggregate payment of $ 5,882,859 .

14,374,969 Public Warrants issued at the time of the PowerUp’s initial public offering, and 9,763,333 warrants issued in connection

with private placement at the time of the PowerUp’s initial public offering (the “Private Placement Warrants”) remained

outstanding and became warrants for the Company ( See Note 11 - Fair Value Measurements ).

RELATED PARTY TRANSACTIONS

and transfer agreements

order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New Sponsor, or

certain affiliates of PowerUp loaned monies for working capital purposes (“Working Capital Loans”).

If the Company completes

a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may

be convertible into warrants of the post Business Combination entity at a price of $ 1.50 per warrant.

The warrants would be identical

to the Private Placement Warrants.

order to finance transaction costs in connection with a Reverse Acquisition, the New Sponsor or an affiliate of the New Sponsor, or certain

affiliates of PowerUp loaned monies for working capital purposes (“Working Capital Loans”).

Upon completion of the Reverse

Acquisition, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Reverse Acquisition did

not close, the Company had the option to use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans

but no proceeds held in the Trust Account could be used to repay the Working Capital Loans.

The Working Capital Loans would either be

repaid upon consummation of a Reverse Acquisition, without interest, or, at the lender’s discretion, up to $ 1.5 million of such

Working Capital Loans may be convertible into warrants of the post Reverse Acquisition entity at a price of $ 1.50 per warrant.

would be identical to the Private Placement Warrants.

December 21, 2023, PowerUp entered into a Loan and Transfer Agreement with the New Sponsor and SSVK Associates, LLC (“SSVK”),

pursuant to which SSVK loaned an aggregate of $ 250,000 to the New Sponsor, and, in turn, the New Sponsor loaned $ 250,000 to PowerUp.

As of March 31, 2025 and December 31, 2024, there was $ 250,000 and $ 250,000 in borrowings under the agreement, respectively.

discount was fully amortized to interest expense as a non-cash charge over the term of the loan and transfer liability ending at the

date consummation of the Business Combination.

On February 17, 2025, the Company assumed $ 250,000 of liabilities related to this agreement.

As of September 30, 2025 and December 31,

2024, there was $ 250,000 and $ 250,000 in borrowings under the agreement, respectively.

The debt discount was fully amortized to interest

expense as a non-cash charge over the term of the loan and transfer liability ending at the date consummation of the Reverse Acquisition.

January 9, 2024, PowerUp entered into a Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (“Apogee”), pursuant

to which Apogee loaned an aggregate of $ 50,000 to the New Sponsor, and, in turn, the New Sponsor loaned the $ 50,000 to the Company.

February 17, 2025, the Company assumed $ 50,000 of liabilities related to is agreement.

At the close of the Reverse Acquisition, Apogee

was issued 50,000 shares of Common Stock as commitment fees pursuant to this agreement.

As of September 30, 2025 and December 31, 2024,

there was $ 50,000 and $ 50,000 in borrowings under the agreement, respectively.

The debt discount was fully amortized to interest expense

as a non-cash charge over the term of the loan and transfer liability ending at the date consummation of the Reverse Acquisition.

January 10, 2024, PowerUp entered into a Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (“Sheth”), pursuant

to which Sheth loaned an aggregate of $ 149,214 to the New Sponsor and the New Sponsor loaned $ 149,214 to PowerUp.

On February 17, 2025,

the Company assumed $ 149,214 of liabilities related to this agreement.

As of September 30, 2025 and December 31, 2024, there was $ 149,214

and $ 149,214 in borrowings under the agreement, respectively.

The debt discount was fully amortized to interest expense as a non-cash

charge over the term of the loan and transfer liability ending at the date consummation of the Reverse Acquisition.

December 3, 2024, the Company entered into a second Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (“Apogee

2”), pursuant to which Apogee 2 loaned an aggregate of $ 50,000 to the New Sponsor and the New Sponsor loaned $ 50,000 to the Company.

February 17, 2025, the Company assumed $ 499,214 of liabilities related to these working capital loans.

At the close of the Business Combination,

Apogee was issued 50,000 Class A Common Stock as commitment fees pursuant to the Apogee Agreement.

As of March 31, 2025, there was $ 499,214

outstanding under the loan and transfer agreements.

On February 17, 2025, the Company assumed $ 50,000 of liabilities related to these working capital loans.

As of September 30, 2025 and

December 31, 2024, there was $ 50,000 and $ 50,000 in borrowings under the agreement, respectively.

The debt discount was fully amortized

to interest expense as a non-cash charge over the term of the loan and transfer liability ending at the date consummation of the Reverse

March 5, 2024, PowerUp entered into four separate Subscription Agreements (each, a “First Subscription Agreement”) with the

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The New Sponsor utilized the First Contribution to support PowerUp’s previously

anticipated business combination with Visiox by funding certain obligations to Visiox pursuant to the Secured Convertible Promissory

Note, dated December 1, 2023, issued by Visiox to the New Sponsor (the “Visiox Convertible Note”) (together, all loans and

advances, the “March Loan”).

anticipated merger with Visiox by funding certain obligations to Visiox pursuant to the Secured Convertible Promissory Note, dated December

1, 2023, issued by Visiox to the New Sponsor (the “Visiox Convertible Note”) (together, all loans and advances, the “March

May 9, 2024, PowerUp entered into four separate Subscription Agreements (each, a “Second Subscription Agreement”) with the

1 unchanged sentence

$ 500,000 (the “Second Contribution”) and, in turn, the New Sponsor loaned $ 500,000 to PowerUp (the “May Loan”).

accounted for the First Subscription Agreements and Second Subscription Agreements under ASC 480 “Distinguishing Liabilities from

Equity” and ASC 815 “Derivatives and Hedging” and concluded that bifurcation of a single derivative that comprises

all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10.

As a result, all debt proceeds received from Lender have been recorded using the relative fair value method of accounting under ASC 470

Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance

sheets using the relative fair value method.

The initial fair value of the subscription liability at issuance was estimated using a Black

Scholes and Probability Weighted Expected Return Model.

At the close of the Business Combination, 1,750,000 of commitment fee shares

owing to the Investors under these agreements were transferred by affiliates to the Investors.

accounted for the First and Second Subscription Agreements under ASC 480 “Distinguishing Liabilities from Equity” and ASC

815 “Derivatives and Hedging” and concluded that bifurcation of a single derivative that comprises all of the fair value

of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10.

As a result, all

debt proceeds received from Investor have been recorded using the relative fair value method of accounting under ASC 470 “Debt”.

Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative

fair value method.

The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability

Weighted Expected Return Model.

At the close of the Reverse Acquisition, 1,750,000 of commitment fee shares owing to the Investors under

these agreements were transferred by affiliates to the Investors.

February 17, 2025, the Company assumed $ 1,500,000 of debt under the First Subscription Second Subscription Agreements.

At March 31, 2025,

$ 1,500,000 owing under these agreements is included in subscription agreement loan balance on the condensed consolidated balance sheet.

At September 30,

2025, $ 1,500,000 owing under these agreements is included in subscription agreement loan balance on the condensed consolidated balance

February 17, 2025, the Company assumed $ 353,679 of liabilities due to the Sponsor of PowerUp and related to administrative services fees

and a residual balance due from IPO proceeds.

As of March 31, 2025 the balance of $ 353,679 is accrued in due to affiliate balance on

As of September 30, 2025, the balance of $ 353,679 is recorded within due to affiliate on

the condensed consolidated balance sheet.

The balance is due on demand.

Promissory note fee – related party

On October 2, 2024,

PowerUp entered into a Promissory Note Fee Agreement with Sponsor (the “Promissory Note Fee Agreement”).

Pursuant to the

Promissory Note Fee Agreement, PowerUp and Sponsor agreed that Sponsor took a significant risk on behalf of the Company by entering into

the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee, and that Sponsor should be compensated for that

risk despite the termination of the right to receive the Original Promissory Note Fee as a result of the termination of the Visiox BCA.

As consideration for the foregoing, the Company agreed to pay Sponsor a modified promissory note fee of $1,000,000 (the “Modified

Promissory Note Fee”) upon the successful closing of a Business Combination.

At March 31, 2025, the Modified Promissory Note Fee

is still outstanding and payable and included in promissory note fee – related party on the condensed consolidated balance sheets.

Note Fee – related party

October 2, 2024, PowerUp entered into a Promissory Note Fee Agreement with the Sponsor (the “Promissory Note Fee Agreement”).

Pursuant to the Promissory Note Fee Agreement, PowerUp and the Sponsor agreed that the Sponsor took a significant risk on behalf of the

Company by entering into the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee, and that the Sponsor

should be compensated for that risk despite the termination of the right to receive the Original Promissory Note Fee as a result of the

termination of the proposed merger with Visiox.

As consideration for the foregoing, the Company agreed to pay Sponsor a modified promissory

note fee of $ 1,000,000 (the “Modified Promissory Note Fee”) upon the successful closing of a merger.

At September 30, 2025,

the Modified Promissory Note Fee is still outstanding and payable and included in promissory note fee – related party on the condensed

consolidated balance sheets.

payable – related party

1 unchanged sentence

of office space, reimbursable expenses paid by affiliates and non interest bearing working capital loans.

As discussed in Note 6, In

2024, Aspire Biopharma, Inc issued three notes payable to formalize these advances.

At March 31, 2025 and December 31, 2024, total

balance of $ 1,211,346 and $ 1,266,832 inclusive of unamortized debt discount is included in subscription agreement loan on the accompanying

condensed consolidated balance sheet.

NOTES PAYABLE

discussed in Note 5 above, on September 27, 2024, to formalize the related party working capital advances, Aspire Biopharma, Inc issued

three non-convertible 20 % original issues discount (“OID”) notes payable to related parties for a total face value of $ 1,066,391 .

The notes were due the earlier of June 27, 2025 (9 months from issuance);

or (ii) the date that the Company receives gross proceeds of

at least $ 2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”).

The notes do not bear interest

but have a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 213,278 and were unsecured.

the three months ended March 31, 2025, total amortized debt discount of $ 74,226 was included in interest expense on the accompanying

condensed consolidated income statement.

On September 27, 2024, to formalize

the related party working capital advances, Aspire Biopharma, Inc issued three nonconvertible 20 % original issues discount (“OID”)

notes payable to related parties for a total face value of $ 1,066,391 .

The notes were due the earlier of June 27, 2025 (9 months from

or (ii) the date that the Company receives gross proceeds of at least $ 2,500,000 in an offering of its debt or equity securities

(a “Qualified Offering”).

The notes do not bear interest but have a 5 % exit fee payable on maturity or repayment and had

original issuance discounts totaling $ 213,278 and are unsecured.

Pursuant to the February 18, 2025, subordination agreement between two

note holders and Cobra, payments will not be made on the matured notes until full payment of the Cobra obligation ( See Note 7 - Convertible

Pursuant to the Settlement Agreement ( See Note 6 - Subscription Agreement Loans ), the third note was amended to extend

the maturity date to December 10, 2025 .

For the three and nine months ended September 30, 2025, total amortized debt discount of $ 0 and

$ 139,052 was included in interest expense on the accompanying condensed consolidated statements of operations, respectively.

October 2, 2024, the Company issued one non-convertible 20 % OID note payable to a related party for working capital for a total face

value of $ 62,500 .

The note is due the earlier of July 2, 2025 (9 months from issuance);

or (ii) the date that the Company receives gross

proceeds of at least $ 2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”).

The note does not

bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 12,500 and was unsecured.

For the three months ended March 31, 2025, total amortized debt discount of $ 4,121 was included in interest expense on the accompanying

condensed consolidated income statement.

The note is due on the earlier of July 2, 2025 (9 months from issuance);

or (ii) the date that the Company receives

gross proceeds of at least $ 2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”).

does not bear interest but has a 5 % exit fee payable on maturity or repayment and had an OID totaling $ 12,500 and was unsecured.

to the Settlement Agreement ( See Note 6 - Subscription Agreement Loans ), the note was amended to extend the maturity date to September

In August 2025, the note balance was fully repaid.

For the three and nine months ended September 30, 2025, total amortized

debt discount of $ 0 and $ 8,379 was included in interest expense on the accompanying condensed consolidated statements of operations,

respectively.

December 30, 2024, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

5 unchanged sentences

was unsecured.

For the three months ended March 31, 2025, total amortized debt discount of $ 2,679 was included in interest expense on

the accompanying condensed consolidated income statement.

For the three and nine months ended September 30, 2025, total amortized debt discount of $ 2,708 and $ 8,095 was included

in interest expense on the accompanying condensed consolidated statements of operations, respectively.

December 31, 2024, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

5 unchanged sentences

were unsecured.

For the three months ended March 31, 2025, total amortized debt discount of $ 11,620 was included in interest expense

on the accompanying condensed consolidated income statement.

For the three and nine months ended September 30, 2025, total amortized debt discount of $ 19,476 and $ 46,646 was included

in interest expense on the accompanying condensed consolidated statements of operations, respectively.

January 22, 2025, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

5 unchanged sentences

were unsecured.

For the three months ended March 31, 2025, total amortized debt discount of $ 1,557 was included in interest expense on

the accompanying condensed consolidated income statement.

In August 2025, the note balance was fully repaid.

For the three and nine months ended September 30, 2025, total amortized

debt discount of $ 2,609 and $ 6,250 was included in interest expense on the accompanying condensed consolidated statements of operations,

respectively.

February 13, 2025, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

5 unchanged sentences

were unsecured.

For the three months ended March 31, 2025, total amortized debt discount of $ 1,557 was included in interest expense on

the accompanying condensed consolidated income statement.

following table reflects the outstanding balances of each note issuance at March 31, 2025 and December 31, 2024.

In August 2025, the note balance was fully repaid.

For the three and nine months ended September 30, 2025, total amortized

debt discount of $ 3,113 and $ 6,250 was included in interest expense on the accompanying condensed consolidated statements of operations,

respectively.

following table reflects the outstanding balances of each note issuance at September 30, 2025 and December 31, 2024.

SCHEDULE OF NOTE ISSUANCE

Issuance date

March 31, 2025

December 31, 2024

September 27, 2024

October 2, 2024

December 30, 2024

December 31, 2024

January 22, 2025

February 13, 2025

September 30, 2025 and December 31, 2024, total balance of $ 885,564 and $ 1,266,832 inclusive of unamortized debt discount is included

in Notes payable – related party on the accompanying condensed consolidated balance sheet.

SUBSCRIPTION AGREEMENT LOANS

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with an original issue discount of twenty percent ( 20 %).

The maturity date of the Blackstone Note is the earlier of (i) June 1, 2025

or (ii) the date that the Company receives gross proceeds of at least $ 5,000,000 in an offering of its debt or equity securities.

principal amount of the Blackstone Note bears interest at a rate per annum of ten percent ( 10 %).

Interest will be due and payable on

the maturity date.

Additionally, the Company will pay Blackstone an exit fee equal to ten percent ( 10 %) of the principal amount and accrued

interest on the maturity date.

Upon the closing of the Business Combination, the Sponsor will transfer three Class A ordinary shares

of PowerUp to Blackstone for each dollar loaned under the Blackstone Transaction (the “Commitment Shares”).

On February 17,

2025, the Blackstone Subscription Agreement was amended ( the “Amended Blackstone Subscription Agreement”) to fix the commitment

shares to 1,795,000 .

The commitment shares were issued at the close of the Business Combination.

to Pursuant to the RRA, the Company

has agreed to register the Commitment Shares with the SEC in any registration statement filed by the Company in connection with a Qualified

Offering (as defined in the Blackstone Subscription Agreement), if any.

On February 17, 2025, a fair value of 437,888 inclusive of principal

balance loaned of $ 423,474 was assumed under this agreement.

At March 31, 2025 total fair value of $ 378,268 inclusive of unamortized

debt discount of $ 65,452 is included in subscription agreement loan on the accompanying condensed consolidated balance sheet.

and Second Subscription Agreements

discussed in Note 5 On March 5, 2024 and May 9.

2024, PowerUP entered into the First Subscription Agreements and the Second Subscription

agreements, respectively.

At March 31, 2025, $ 1,500,000 owing under these agreements is included in subscription agreement loan balance

on the condensed consolidated balance sheet.

Blackstone loaned the maximum of $ 500,000 to the PowerUp.The maturity date of

the Blackstone Note is the earlier of (i) June 1, 2025 or (ii) the date that the Company receives gross proceeds of at least $ 5,000,000

in an offering of its debt or equity securities.

The principal amount of the Blackstone Note bears interest at a rate per annum of ten

percent ( 10 %).

Interest will be due and payable on the maturity date.

Additionally, the Company will pay Blackstone an exit fee equal

to ten percent ( 10 %) of the principal amount and accrued interest on the maturity date.

Upon the closing of the Reverse Acquisition,

the Sponsor will transfer three Class A ordinary shares of PowerUp to Blackstone for each dollar loaned under the Blackstone Transaction

(the “Commitment Shares”).

On February 17, 2025, the Blackstone Subscription Agreement was amended (the “Amended Blackstone

Subscription Agreement”) to fix the commitment shares to 1,795,000 .

The commitment shares were issued at the close of the Reverse

to Pursuant to the RRA, the Company has agreed to register the Commitment Shares with the SEC in any registration statement

filed by the Company in connection with a Qualified Offering (as defined in the Blackstone Subscription Agreement), if any.

17, 2025, a fair value of $ 437,474 inclusive of principal balance loaned of $ 423,474 was assumed under this agreement.

On April 24, 2025,

the Company entered into a settlement agreement (the “Settlement Agreement”) with Cobra , Blackstone and their affiliates

(collectively, the “Lenders”) to resolve all matters related to previously issued notices of default and to amend certain

outstanding loan agreements.

In connection with the Settlement Agreement, the Company issued 625,000 shares of common stock to Blackstone

Capital Advisors, Inc.

or its designees.

Pursuant to the Settlement Agreement between the Company and the Lenders, the Blackstone Subscription

Agreement was amended (the “April 2025 Amended Blackstone Subscription Agreement) to extend the maturity date to August 15, 2025.

In addition, the Company paid $ 60,000 as an addition to the principal in lender deal cost in consideration for Blackstone’s waiver

of its right to additional interest or penalties due to the default.

The amendment of the debt was accounted under ASC 470 – Accounting

for Debt modification and exchanges.

For the three and nine months ended September 30, 2025, $ 364,109 was recorded as loss of extinguishment

of debt in the accompanying condensed consolidated statements of operations.

In August 2025, the Blackstone Note was fully repaid including

all exit fees and accrued interests.

CONVERTIBLE NOTES

Purchase Agreement

February 17, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra

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VWAP (as defined in the Debentures), provided that no conversion may be at a price per share less than the floor price of $ 4.00 per share.

At the close of the Business Combination, 2,106,527 of commitment fee shares owing to the Investors under these agreements were transferred

At the close of the Reverse Acquisition, 2,106,527 of commitment fee shares owing to the Investors under these agreements were transferred

by affiliates to the Investors.

8 unchanged sentences

value of the subscription liability at issuance was estimated using a Monte Carlo Model.

At March 31, 2025, the fair value of $ 3,175,354

of the Securities Purchase agreement is included in Convertible Notes on the accompanying condensed consolidated balance sheet.

three months ended March 31, 2025, $ 86,538 debt discount amortized was included in interest expense on the condensed consolidated statement

For the three months ended March 31, 2025, change in fair value of $ 88,816 was included in change in fair value of derivatives

on the condensed consolidated statement of income.

COMMITMENTS AND CONTINGENCIES (As Restated)

In August and September 2025, the Company repaid

a total of $ 3,032,645 of the Convertible Debentures.

At September 30, 2025, the fair value of $ 995,891 of the Securities Purchase Agreement

is included in Convertible Notes on the accompanying condensed consolidated balance sheets.

For the three and nine months ended September

30, 2025, $ 363,567 and $ 637,606 debt discount amortized was included in interest expense on the condensed consolidated statements of

operations, respectively.

For the three and nine months ended September 30, 2025, change in fair value of $ 146,490 and $ 196,980 was included

as an income and expense, respectively in change in fair value of derivatives on the condensed consolidated statements of operations.

August 19, 2025, the Company entered into a Securities Purchase Agreement (the “ August Securities Purchase Agreement”) with

certain investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers certain notes in an aggregate

principal amount of $ 9,687,500 for a subscription price of $ 7,750,000 (the “August 2025 Notes”) with a maturity date of February

The August 2025 Notes have a 20 % OID of $ 1,937,500 which is included in the aggregate principal amount of $ 9,687,500 and do

not bear an interest rate except for instances of default.

Of the $ 7,750,000 total funding (before transaction expenses and debt repayments)

under the Securities Purchase Agreement, $ 4,500,000 was funded on August 19, 2025 (the “first Tranche”), $ 1,000,000 was funded

on September 22, 2025 (the “Second Tranche”), and the balance of $ 2,250,000 (the “Third Tranche”) was funded

on September 30, 2025.

The August 2025 Notes are convertible into up to an aggregate of 147,177,424 shares of common Stock (the “

Conversion Shares”) subject to certain conditions.

August 2025 Notes are convertible (in whole or in part) at any time on or after the thirty-first (31st) day following the Issuance Date

into such number of shares of Common Stock as shall be determined by dividing (x) that portion identified by the Purchaser of (A) the

outstanding principal amount, plus (B) accrued and unpaid interest with respect to such outstanding principal amount of such Purchaser’s

Note and any other amounts owing under such Note or other Transaction Documents (the as that term is defined in the Notes) by (y) the

conversion price then in effect on the date on which the Purchaser delivers a notice of conversion.

The conversion price means the greater

of (i) eighty (80%) percent of the lowest Closing Price on any Trading Day during the five (5) Trading Days prior to the applicable conversion

date or (ii) the floor price (the “Floor Price”).

The Floor Price means 20% of the average closing price of the Company’s

Common Stock for the five days prior to the Closing Date.

August 2025 Notes may not be converted and shares of Common Stock may not be issued under Notes if, after giving effect to the conversion

or issuance, such Purchaser (together with its affiliates, if any) would beneficially own in excess of 4.99% of our outstanding shares

of our Common Stock, which we refer to herein as the “Note Blocker”.

The Note Blocker may be raised or lowered to any other

percentage not in excess of 9.99% at the option of the applicable Purchaser of Notes, except that any raise will only be effective upon

61-days’ prior notice to us.

connection with the August Securities Purchase Agreement, the Company entered into a registration rights agreement, dated as of August

19, 2025 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file the initial resale registration

statement by no later than September 18, 2025, to register the resale of the Common Stock underlying the Notes.

The resale registration

statement became effective on September 30, 2025.

Company accounted for the August 2025 Notes under ASC 470 “Debt” and ASC 815 “Derivatives and Hedging” and concluded

that bifurcation of multiple embedded features was necessary under ASC 815-15-25-1.

As a result, the Company separately accounted for

as a single compound derivative.

The Company recorded the initial fair value of the derivative liability of $ 4,101,583 million and the

debt issuance cost of $ 907,500 as a debt discount, which will be amortized to interest expense over the expected term of the debt.

the three and nine months ended September 30, 2025, total amortized debt discount of $ 1,003,157 and $ 1,003,157 was included in interest

expense on the accompanying condensed consolidated statements of operations, respectively.

At September 30, 2025, the balance of $ 3,744,075

of the August 2025 Notes is included in Convertible Notes on the condensed consolidated balance and comprises the principal balance of

$ 9,687,500 , net of unamortized debt discount of $ 5,943,425 .

sales include products and shipping and handling charges, net returns.

Revenue is measured as the amount of consideration the Company

expects to receive in exchange for transferring products.

All revenue is recognized when or as the Company satisfies its performance

obligations under the contract.

The Company recognizes revenue by transferring control of the promised products to the customer, which

primarily occurs when products are shipped to the customer.

The Company recognizes revenue for shipping and handling charges at the time

the products are shipped to the customer.

The Company estimates product returns based on historical return rates.

All of the Company’s

contracts have a single performance obligation and are short-term in nature.

Sales taxes and value added taxes in foreign jurisdictions

that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded

from net sales.

The Company recognizes revenue from the sale of pharmaceutical products directly to customers and is recognized at an

amount that reflects the consideration expected to be received in exchange for such products.

customer order evidenced by invoices issued is considered to be the contract with the customers.

At contract inception, an assessment

of the products and services promised in the contracts with customers is performed and a performance obligation is identified for each

distinct promise to transfer a product to the customer.

To identify the performance obligations, the Company considers the products promised

per the invoice regardless of whether they are explicitly stated or are implied by customary business practices.

performance obligation is considered to be fulfilled upon the shipment of the products.

At each reporting period, any invoiced sales

that have not yet shipped is recorded as deferred revenue.

As September 30, 2025, there was no deferred revenue.

following tables represent net sales disaggregated by revenue source:

OF DISAGGREGATION OF REVENUE

Three Months ended

September 30, 2025

Nine months ended

September 30, 2025

Nutraceutical

following tables represent net sales disaggregated by geography, based on the customers’ billing addresses.

OF DISAGGREGATION OF NET SALES DISAGGREGATED BY GEOGRAPHY

Three Months ended

September 30, 2025

Nine months ended

September 30, 2025

COMMITMENTS AND CONTINGENCIES

holders Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to

registration rights pursuant to a registration rights agreement dated February 17, 2022.

These holders are entitled to certain

demand and “piggyback” registration rights.

The Company will bear the expenses incurred in connection with the filing of

any such registration statements.

On May 13, 2025, the Company filed a Registration Statement on Form S-1 to register 2,929,000 of the

outstanding 9,763,333 Private Placement Warrants.

These holders are entitled to certain demand

and “piggyback” registration rights.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

On May 13, 2025, the Company filed a Registration Statement on Form S-1 to register 2,929,000 of the outstanding

9,763,333 Private Placement Warrants.

The Registration Statement was declared effective on May 30, 2025.

Line of Credit (“ELOC”) Agreement

7 unchanged sentences

or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the “Commitment

In consideration for the Investor’s execution and delivery of this ELOC Agreement, the Company shall issue or cause

to be issued to Arena 2,000,000 Common Shares (the “Commitment Fee Shares”) on the date hereof, of which 893,473 shall be freely

tradable upon the closing the Business Combination.

close of the Business Combination, the Company assumed $ 49,034 of forward purchase agreement liability under this agreement.

three months ended March 31, 2025, change in fair value of the purchase agreement of $ 269 was included in change in fair value of derivatives

and convertible notes on the accompanying condensed statement of income.

At March 31, 2025, the balance of $ 49,303 is included in forward

purchase agreement liability on the accompanying condensed balance sheet.

In consideration for the Arena’s execution and delivery of the ELOC Agreement, the Company issued to Arena 2,000,000

Common Shares (the “Commitment Fee Shares”), of which 893,473 became freely tradable upon the closing of the Reverse Acquisition.

close of the Reverse Acquisition, the Company assumed $ 49,034 of forward purchase agreement liability under the ELOC Agreement.

three and nine months ended September 30, 2025, change in fair value of the purchase agreement was a gain of $ 39,384 and $ 39,133 , respectively

was included in change in fair value of derivatives and convertible notes on the accompanying condensed consolidated statements of operations,

respectively.

At September 30, 2025, the balance of $ 9,901 is included in forward purchase agreement liability on the accompanying condensed

balance sheet.

March 28, 2022, the Company closed on an asset purchase agreement (APA) of Instaprin Pharmaceuticals, Inc.’s

(“Instaprin”), intangible assets, inclusive of U.S.

62/794141, International Publication No.

2020/15460 A1

and WO 2020/150685 A1, and the Instaprin U.S.

Trademark No.

86274378, trade secrets and proprietary information, all applications

for any of the foregoing, commercial and scientist relationships, and any license or agreements granting rights related to the

purchase price for the Acquired Assets (as defined in the APA) was $ 3,628,325 plus interest thereon, to be paid to the SEC on behalf

of Instaprin in satisfaction of the SEC’s judgment against Instaprin and its former CEO, from sales of the product, as follows:

20 % from the first $ 5,000,000 of sales and 10% from sales thereafter until the entire contingent purchase price obligation is satisfied.

Additionally, ten percent (10%) of the Company’s equity was to be delivered at Closing, in proportion to their equity holdings

in the Company, to be issued to a Trustee for the former Instaprin Shareholders, along with an additional ten percent (10%) of the Company’s

equity to be issued to Instaprin’s service providers, pursuant to a stock incentive plan to be adopted.

As of September 30, 2025,

the Company has not recorded the assets from the APA due to the contingent nature of the transaction.

SHAREHOLDERS’ DEFICIT

Shares —The Company is authorized to issue 10,000,000 preference shares with a par value of $ 0.0001 per share with such designations,

voting and other rights and preferences as may be determined from time to time by the Board.

At March 31, 2025 and December 31, 2024,

there were no preference shares issued or outstanding.

A Common Stock — The Company is authorized to issue 490,000,000 Class A common stock with a par value of $ 0.0001 per share.

As of March 31, 2025 and December 31, 2024, there were 48,900,970 and 27,601,767 Class A common stock issued and outstanding, respectively.

Stock —The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share and with

such designations, voting and other rights and preferences as may be determined from time to time by the Board.

At September 30, 2025

and December 31, 2024, there were no shares of preferred stock issued or outstanding.

Stock — The Company is authorized to issue 490,000,000 shares of Common Stock with a par value of $ 0.0001 per share.

As of September

30, 2025 and December 31, 2024, there were 49,525,970 and 27,601,767 shares of common stock issued and outstanding, respectively.

part of the PowerUp initial public offering (“IPO”), PowerUp issued warrants to third-party investors where each whole warrant

1 unchanged sentence

Simultaneously with the closing of the IPO, PowerUp completed the private sale of 9,763,333 Private Placement warrants

where each warrant allows the holder to purchase one share of the Company’s Class A common stock at $ 11.50 per share.

where each warrant allows the holder to purchase one share of the Company’s Common Stock at $ 11.50 per share.

At September 30,

2025, there are 14,374,969 Public Warrants and 9,763,333 Private Placement warrants outstanding.

Public Warrants will become exercisable commencing 30 days after the consummation of the Business Combination.

the warrants become exercisable, the Company may redeem the warrants:

Public Warrants became exercisable commencing 30 days after the consummation of the Reverse Acquisition.

the warrants became exercisable, the Company may redeem the warrants:

whole and not in part;

1 unchanged sentence

not less than 30 days’ prior written notice of redemption, to each warrant holder;

and only if, the reported last sale price of the Public Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions,

share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading

days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption

to the warrant holders.

and only if, the reported last sale price of the Company’s Common Stock equals

or exceeds $ 18.00 per share (as adjusted for share subdivisions, share consolidations, share

capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any

20 trading days within a 30 -trading day period ending on the third trading day prior to the

date the Company sends the notice of redemption to the warrant holders.

Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement

Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Company has determined that warrants issued in connection with its IPO in February 2022 are subject to treatment as equity.

closing of the Business Combination, in accordance with the guidance contained in ASC 815 , the warrants continue to be equity classified.

until 30 days after the completion of a Reverse Acquisition, subject to certain limited exceptions.

Company has determined that Public warrants and the Private Placement warrants issued in connection with its IPO in February 2022 are

subject to treatment as equity.

Upon the closing of the Reverse Acquisition, in accordance with the guidance contained in ASC 815, the

warrants continue to be equity classified.

based compensation

February 29, 2024, Aspire Biopharma, Inc entered Corporate advisory agreement with an advisory firm, pursuant to which the advisory firm

will receive 6 % of the amount shares outstanding after the close of the Business Combination as compensation for advisory services to

support the Company’s efforts related to the Business Combination.

will receive 6 % of the amount shares outstanding after the close of the Reverse Acquisition as compensation for advisory services to

support the Company’s efforts related to the Reverse Acquisition.

On January 3, 2025, the agreed upon compensation was reduced

to 4.75 % of the amount of shares outstanding after the close of the Business Combination.

to 4.75 % of the amount of shares outstanding after the close of the Reverse Acquisition.

In February 2025, 1,662,500 shares of the 35,000,000

Business Combination shares were issued to the affiliated company under this agreement.

Reverse Acquisition shares were issued to the affiliated company under this agreement.

The issuance of these shares to the service advisors

1 unchanged sentence

Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant

The shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

The shares were granted subject to a performance condition (i.e., the occurrence of a Reverse Acquisition).

Stock-based compensation

of $ 14,131,250 was recognized in general and administrative expenses upon consummation of the Business Combination in February 2025 based

of $ 14,131,250 was recognized in general and administrative expenses upon consummation of the Reverse Acquisition in February 2025 based

on the grant date fair value per share.

9 unchanged sentences

converted into 91,500,000 shares of Aspire Biopharma Inc.

common stock, which, on the Business Combination date, were subsequently converted

into 5,735,717 Class A common stock of the Company.

common stock, which, on the Reverse Acquisition date, were subsequently converted

into 5,735,717 shares of common stock of the Company.

capital loan and other share issuance as close of the reverse acquisition

to the First Subscription Agreement, the Company issued 1,750,000 shares of Common Stock to the Investors representing commitment fee

shares at Closing Date ( See Note 5 - Related Party Transactions ).

to the Blackstone Subscription Agreement, the Company issued 1,795,000 shares of Common Stock to Blackstone representing commitment fee

shares at Closing Date ( See Note 6 - Subscription Agreement Loans ).

to the Loan and Transfer Agreement with Apogee, the Company issued 50,000 shares of Common Stock to the New Sponsor at Closing Date ( See

Note 5 - Related Party Transactions ).

On May 22, 2024, PowerUp entered into a non-redemption agreement with the sponsor of PowerUp and an investor, pursuant to which the

investor agreed not to exercise their redemption rights with respect to holdings of PowerUp shares and in consideration of same, received

75,000 Common Stock of the Company at the close of the Reverse Acquisition.

July 13, 2023, PowerUp entered into an amended Service agreement with a vendor ( the “Amended Service Agreement”).

to the Service Agreement, the vendor will act as a capital market advisor in exchange for a cash fee and 80,000 common shares.

were issued to the vendor on the Closing Date of the reverse acquisition.

FAIR VALUE MEASUREMENTS

13 unchanged sentences

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset

or liability.

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis at March 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to

determine such fair value.

basis at September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized

to determine such fair value.

OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS

Quoted Prices in

Significant Other

Active Markets

March 31, 2025

Subscription financial liabilities

Convertible Notes

Loan and Transfer note payable

Forward Purchase Agreement liabilities

discussed in Note 7, the fair values of the subscription liabilities related to advances made to, or on behalf of the Company under such

agreements, are classified and accounted for as a financial liability of which will be measured at fair value on a recurring basis (one

of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or

at fair value under the fair value option in ASC 825-10).

Financial Liabilities are valued under a PWERM which fair values repayable capital investment and used a Black Scholes Model that fair

values the conversion features within the convertible debt.

The PWERM is a multistep process in which value is estimated based on the

probability-weighted present value of various future outcomes.

The estimated fair value of the Financial Liabilities Component is determined

using Level 3 inputs.

Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free

interest rate.

key inputs of the models used to value the Company’s Subscription Agreement loan were:

OF SUBSCRIPTION FINANCIAL LIABILITIES

March 31, 2025

Term Remaining

Risk-Free Rate

change in the fair value of Subscription Agreement loans measured using Level 3 inputs is summarized as follows:

OF FAIR VALUE OF FINANCIAL LIABILITIES

Balance, December 31, 2024

Assumed in Business Combination

Change in fair value

Subscription Agreement loans at March 31, 2025

discussed in Note 6, the Company fair values the Loan and Transfer notes payable are classified and accounted for as a financial liability

of which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis

under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10);

Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable

capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt.

a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes.

The estimated

fair value of the Financial Liabilities Component is determined using Level 3 inputs.

Inherent in the pricing models are assumptions

related to expected share-price volatility, expected life and risk-free interest rate.

There were no draws for the three months ended

March 31, 2025;

therefore, no valuation was required.

change in the fair value of Loan and Transfer notes payable measured using Level 3 inputs is summarized as follows:

OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE

Balance, December 31, 2024

Assumed in Business Combination

Change in fair value

Subscription Agreement loans at March 31, 2025

discussed in Note 7, the convertible notes are classified and accounted for as a financial liability of which will be measured at fair

value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative

instrument under ASC 815, or at fair value under the fair value option in ASC 825-10);

Prices in Active Markets

Other Observable Inputs

Other Unobservable Inputs

Purchase Agreement liabilities

and Transfer note payable

Purchase Agreement liabilities

discussed in Note 9 - Convertible Notes, the convertible notes are classified and accounted for as a financial liability of which will

be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC

480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10).

Financial Liabilities are valued under a Monte Carlo Model.

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interest rate.

key inputs of the models used to value the Company’s convertible notes as of March 31, 2025 were:

key inputs of the models used to value the Company’s convertible notes as of September 30, 2025 were:

OF CONVERTIBLE NOTES

March 31, 2025

Term Remaining

Risk-Free Rate

Remaining - Years

change in the fair value of the convertible notes measured using Level 3 inputs is summarized as follows:

OF FAIR VALUE OF THE CONVERTIBLE NOTES

the Nine Months ended

September 30, 2025

Balance, December

Fair value at issuance

Change in fair value

Subscription Agreement loans at March 31, 2025

discussed in Note 9, the forward purchase agreement are classified and accounted for as a financial liability of which will be measured

at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a

derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10);

Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable

capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt.

a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes.

The estimated

fair value of the Financial Liabilities Component is determined using Level 3 inputs.

Inherent in the pricing models are assumptions

related to expected share-price volatility, expected life and risk-free interest rate.

There were no draws for the three months ended

March 31, 2025;

Convertible notes

value at issuance

in kind Interest

Repayment of Note

( 3,032,645 )

in fair value

September 30, 2025

Convertible notes

purchase agreement liabilities

discussed in Note 12 - Commitment and Contingencies, the forward purchase agreement is classified and accounted for as a financial liability

which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis

under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10);

forward purchase agreements liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair

values repayable capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt.

The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes.

The estimated fair value of the forward purchase agreements liabilities is determined using Level 3 inputs.

Inherent in the pricing models

are assumptions related to expected share-price volatility, expected life and risk-free interest rate.

There were no draws for the nine

months ended September 30, 2025;

therefore, no valuation was required.

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Balance, December

Assumed in Business Combination

Change in fair value

Subscription Agreement loans at March 31, 2025

in Reverse Acquisition

in fair value

purchase agreement at March 31, 2025

in fair value

purchase agreement at June 30, 2025

in fair value

purchase agreement at September 30, 2025

discussed in Note 9 - Convertible Notes, the Company accounted for the August 2025 Notes under ASC 470 “Debt” and ASC 815

“Derivatives and Hedging” and concluded that bifurcation of multiple embedded features was necessary under ASC 815-15-25-1.

As a result, the Company separately accounted for as a single compound derivative.

The initial fair value of $ 4,101,583 the derivative

liability at issuance was estimated using a Monte Carlo Model.

For the three and nine months ended September 30, 2025, change in fair

value of the derivative liability of $ 547,318 was recorded as an income on the condensed consolidated statements of operations.

30, 2025, the fair value of the derivative of $ 3,554,265 was included in derivative liability on the condensed consolidated balance sheets.

key inputs of the models used to value the Company’s derivative liabilities as of September 30, 2025 were:

OF SUBSCRIPTION FINANCIAL LIABILITIES

Remaining - Years

change in the fair value of the derivative liability measured using Level 3 inputs is summarized as follows:

of Change in Fair Value of Derivative Liability

the nine months ended

September 30, 2025

Balance, December

in fair value

liability at September 30, 2025

SEGMENT INFORMATION

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or group, in deciding how to allocate resources and assess performance.

Company’s chief operating decision maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the

assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing

financial performance.

Accordingly, management has determined that there is only one reportable segment.

CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company

as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that

there is only one reportable segment.

CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the

statement of operations as net loss.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating

the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included

in net loss and total assets, which include the following:

statements of operations as net loss.

The measure of segment assets is reported on the balance sheet as cash.

When evaluating the Company’s

performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss and cash,

which include the following:

OF SEVERAL KEY METRICS INCLUDED IN NET LOSS AND TOTAL ASSETS

For the Three Months Ended

March 31, 2025

March 31, 2024

For the Three Months Ended March 31, 2025

For the Three Months Ended March 31, 2024

General and administrative expenses

Other Expenses, net

and administrative expenses and other expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital

is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews

general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements

General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

( 1,146,381 )

( 17,502,751 )

expenses, net

( 2,271,247 )

$ ( 1,850,493 )

$ ( 216,269 )

$ ( 19,773,114 )

$ ( 544,162 )

general and administrative expenses and other expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough

capital is available for working capital needs and to fund research and development efforts.

The CODM also reviews general and administrative

costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

and administrative costs, as reported on the condensed consolidated statements of operations, are the significant segment expenses provided

to the CODM on a regular basis.

other segment items included in net loss are reported on the statement of operations and described within their respective disclosures.

other segment items included in net loss are reported on the condensed consolidated statements of operations and described within their

respective disclosures.

SUBSEQUENT EVENTS

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Based upon this review, other than disclosed below or within these financial statements, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

April 16, 2025, the Company received two letters from the Nasdaq Stock Exchange LLC (“Nasdaq”), each addressing a separate

compliance deficiency under the Nasdaq Listing Rules.

The first letter notified of the deficiency with regard to Rule 5450(b)(2)(A) (the

“MVLS Notice”), which requires a company, whose securities are listed on The Nasdaq Global Market under the “Market

Value Standard”, to maintain a, minimum Market Value of Listed Securities (an “MVLS”) of $ 50,000,000 .

The deficiency

was caused by the Company’s MVLS having been below the minimum level for the prior 30 consecutive business days.

Under Nasdaq Listing

Rule 5810(c)(3)(C), the Company is entitled to a 180-day period, ending on October 13, 2025, to rectify the deficiency.

In order to do

so, the Company must achieve and maintain an MVLS of at least $ 50,000,000 or more for a minimum of 10 consecutive business days.

second letter notified of the deficiency with regard to Rule 5450(a)(1) (the “Bid Price Notice” together with the MVLS Notice,

the “Notices”), which requires the Company to maintain a minimum bid price of $ 1.00 per share (the “Bid Price Rule”)

for continued listing on The Nasdaq Global Market.

the event that the Company does not regain compliance with the Listing Requirements prior to the expiration of the 180-day compliance

period, the Company will receive written notification from Nasdaq that the Company’s securities are subject to delisting.

time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

Alternatively, the Company may apply for a transfer

of the listing of its securities to The Nasdaq Capital Market, provided that the Company then meets the continued listing requirements

on The Nasdaq Capital Market.

Company is considering actions that it may take in response to these Notices to regain compliance with the continued listing requirements,

but no decisions about a response have been made at this time.

There can be no assurance that the Company will be able to regain compliance

with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.

Notices and Settlement Agreement

April 1, 2025, the Company received two default notices, first citing failure to timely file the Company’s Form 10-K by March 31,

2025 and for late filing of the Form S-1, as required by Blackstone Subscription Agreement discussed in Note 7, and second citing a cross

default to the Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra Alternative Capital Strategies,

LLC as described in Note 9, both entities controlled by the Company’s former Director of Investor Relations, Lance Friedman, which

services were provided through a consulting agreement with Blackstone Capital Advisors, Inc.

that was terminated effective February 17,

The Company maintains that it was not in default at any time since the Company filed Form NT 10-K and the required filings were

made within the automatic extension period.

April 24, 2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with Cobra Alternative

Capital Strategies LLC, Blackstone Capital Advisors, Inc., and their affiliates (collectively, the “Lenders”) to resolve

all matters related to previously issued notices of default and to amend certain outstanding loan agreements.

Pursuant to the

Agreement, the Lenders withdrew and cancelled all prior notices of default and acceleration previously delivered to the Company on April 1, 2025.

Any alleged previous defaults under the Company’s loan agreements were deemed cured, and all previous accelerations of payment

were rendered null and void.

The Company maintains that it was not in default at any time.

Additionally, the Agreement provides for

an extension of the maturity dates of key promissory notes by seventy-five (75) days, extending the earliest maturity date to August

15, 2025, and amending additional notes to extend their maturity dates to September 10, 2025.

connection with the Agreement, the Company agreed to issue 625,000 shares of common stock to Blackstone Capital Advisors, Inc.

register those shares, along with certain other restricted securities, through the filing of a registration statement on Form S-1 no

later than May 13, 2025.

The Company also agreed to remove lock-up restrictions on certain shares held by Cobra Alternative Capital Strategies

LLC, Blackstone Capital Advisors, Inc., and Thor Special Situations LLC, enabling such shares to be made eligible for transfer to the

Direct Registration System.

The Lenders also agreed to enter into lock-up/leak-out agreements governing the sale of Company shares through

August 20, 2025, with sale limitations tied to the Company’s daily trading volume, as detailed in the Agreement.

did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Conversion of Notes

October 2025, $ 1,631,661 of convertible notes were converted into 9,900,237 shares of Common Stock pursuant to the terms of the Securities

Purchase Agreement described in Note 9.

November 2025, $ 5,260,571

of convertible notes were converted into 48,050,971

shares of Common Stock pursuant to the terms of the Securities Purchase Agreement described in Note 9.

November 11, 2025, the Company entered into a new Purchase Agreement (the “Second ELOC Agreement”) with Arena Business

Solutions Global SPC II, Ltd.

Under the Second ELOC Agreement, the Company has the right, but not the

obligation, to direct Arena to purchase up to $ 100,000,000

in shares of the Company’s common stock (the “ELOC Shares”) upon satisfaction of certain terms and conditions

contained in the Second ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC

registering the resale of the ELOC Commitment Fee Shares (as defined below) and additional shares to be sold to Arena from time to

time under the ELOC Agreement.

term of the ELOC Agreement began on November 11, 2025 and ends on the earlier of (i) the first day of the month following the

36-month anniversary of the execution date, (ii) the date on which the Investor shall have purchased the maximum amount of ELOC

Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the

“Commitment Period”).

In consideration for the Arena’s execution and delivery of the ELOC Agreement, the Company

is required to issue Common Shares to Arena equal to $ 250,000

divided by the lowest 1-Trading Day VWAP of the Common Shares of the five (5) Trading Days immediately preceding the

effectiveness of the initial registration statement (the “Commitment Fee Shares”), plus $ 25,000

in Common shares for fees associated with the prior ELOC Agreement with the Company, based on a price equal to the lowest

1-Trading Day VWAP of the Common Shares of the five (5) Trading Days immediately preceding the date of execution and delivery of

this Agreement.

Common Shares have been issued to Arena under the Second ELOC Agreement after the balance sheet date through the date that the financial

statements were issued.

Second ELOC Agreement replaces the ELOC Agreement described in Note 9.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements