What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-13 · 469 added, 336 removed, 395 unchanged (67% of the section changed)

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following “Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)”

should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2025

and 2024, and our audited financial statements as of the year ended December 31, 2024, included in Form 8-K filed with the SEC on February

should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended September

30, 2025 and 2024, and our audited financial statements as of the year ended December 31, 2024, included in Form 8-K filed with the Securities

and Exchange Commission (“SEC”) on February 20, 2025

discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

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Factors that might cause or contribute to such a discrepancy include, but are not limited to, those

described in our other Securities and Exchange Commission (“SEC”) filings.

described in our other SEC filings.

the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” to “Aspire,” “we”, “us”, “our”, and the “Company” are

intended to refer to (i) following the Business Combination (as defined below), the business and operations of Aspire Biopharma Holdings,

Inc (formerly PowerUp Acquisition Corp.) and its consolidated subsidiaries, and (ii) prior to the Business Combination, Aspire Biopharma,

Inc (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiaries.

are an early-stage biopharmaceutical company.

As a Delaware corporation formed in February 2025, the Company engages in the business

of developing and marketing the disruptive technology for novel sublingual delivery mechanisms initially for known drugs.

Business Combination we were a privately held Puerto Rico corporation incorporated in September 2021.

February 17, 2025, we completed our Business Combination with Aspire Biopharma Holdings, Inc.

intended to refer to (i) following the Reverse Acquisition (as defined below), the business and operations of Aspire Biopharma Holdings,

Inc (formerly PowerUp Acquisition Corp.) and its consolidated subsidiaries, and (ii) prior to the Reverse Acquisition, Aspire Biopharma,

Inc (the predecessor entity in existence prior to the consummation of the Reverse Acquisition) and its consolidated subsidiaries.

are an early-stage biopharmaceutical and supplements company.

Aspire Biopharma Holdings, Inc.

(the “Company” or “Aspire”)

is a Delaware Company that was incorporated as PowerUp Acquisition Corp., a Cayman Islands exempted company, on February 9, 2021.

February 17, 2025, the Company completed the Reverse Acquisition described below and changed its name to Aspire Biopharma Holdings, Inc.

The Company engages in the business of developing and marketing the disruptive technology for novel sublingual delivery mechanisms initially

for known drugs.

Prior to our Reverse Acquisition we were a privately held Puerto Rico corporation incorporated in September 2021.

Strategy and Outlook

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Glatt produced sufficient quantities of our high-dose sublingual aspirin product (sometimes referred to informally herein as “Instaprin”

for ease of reference) for our clinical trials required to obtain FDA approval to market the product and complete clinical trials.

we believe that Glatt is capable of producing the drug product to support our aspirin product development plan, including our planned

clinical trials, we believe there are a number of alternative third-party manufacturers that have similar capabilities and would be capable

of providing sufficient quantities of drug product for our aspirin development plan.

Glatt currently has the capabilities to manufacture

our aspirin drug product for potential commercial use, however, their current capacity may be insufficient to meet our planned needs

and may require us to engage additional or alternative third-party manufacturers in the future.

In addition, we have entered into a fill-and-finish

agreement with a contract manufacturer to convert the aspirin product manufactured by Glatt into packaged drug product that can be utilized

in clinical trials.

We believe that both Glatt and the fill-and-finish contract manufacturer are compliant under current good manufacturing

practice, or cGMP, requirements and have experience with cGMP inspections of their respective facilities.

are using drug product manufactured by Glatt to conduct clinical trials to support approval of a section 505(b)(2) New Drug Application

(“NDA”) for the aspirin product.

An initial trial is taking place to study the pharmacokinetics of aspirin and its metabolites

for ease of reference) for our clinical trials required to obtain U.S.

Food and Drug Administration (the “FDA”) approval

to market the product and complete clinical trials.

While we believe that Glatt is capable of producing the drug product to support our

aspirin product development plan, including our planned clinical trials, we believe there are a number of alternative third-party manufacturers

that have similar capabilities and would be capable of providing sufficient quantities of drug product for our aspirin development plan.

We believe that Glatt currently has the capabilities to manufacture our aspirin drug product for potential commercial use, however, their

current capacity may be insufficient to meet our planned needs and may require us to engage additional or alternative third-party manufacturers

in the future.

In addition, we have entered into a fill-and-finish agreement with a contract manufacturer to convert the aspirin product

manufactured by Glatt into packaged drug product that can be utilized in clinical trials.

We believe that both Glatt and the fill-and-finish

contract manufacturer are compliant under current good manufacturing practice, or cGMP, requirements and have experience with cGMP inspections

of their respective facilities.

used drug product manufactured by Glatt to conduct clinical trials to support approval of a section 505(b)(2) New Drug Application (“NDA”)

for the aspirin product.

A clinical trial was completed in Florida in July 2025 studying the pharmacokinetics of aspirin and its metabolites

in blood following sublingual administration of a single dose of each of two different formulations of our aspirin drug product and a

single dose of standard oral aspirin.

This initial trial is expected to enroll at least eight healthy adult volunteers with each dose

separated by a washout period of seven days and will provide information required to (i) select the optimal drug product formulation

and (ii) inform the design of a second clinical trial to support FDA approval.

We plan to design a second clinical trial to demonstrate

that sublingual administration of the final selected aspirin formulation delivers therapeutic concentrations of drug into the bloodstream,

comparable to those of standard oral aspirin, but faster and without gastro-intestinal toxicity associated with oral aspirin.

This clinical

trial should end by June 30, 2025.

This trial enrolled six healthy adult volunteers with each dose separated by a washout period of

fourteen days and provided information required to (i) select the optimal drug product formulation and (ii) support FDA approval.

trial also studied sublingual administration of our aspirin products and how it delivers therapeutic concentrations of drug into the

bloodstream, comparable to those of standard oral aspirin tablets, but faster and without gastro-intestinal toxicity associated with

oral aspirin tablets.

This clinical trial concluded in July, 2025.

We received the final report in August 2025.

The result of the clinical

trials were positive, demonstrating that Aspire’s sublingual delivery technology results in much faster aspirin bioavailability

in the blood (compared to aspirin tablets) and that the anti-coagulant property of aspirin occurs much quicker with Aspire’s product.

These results will be the backbone of a 505(b)(2) submission to the FDA in early 2026.

Commercialization

have not yet established a sales, marketing or product distribution infrastructure because our lead product candidates are still in early-stage

clinical development.

We generally plan to retain commercial rights in the United States for our product candidates for which we hope

to receive marketing approvals.

We believe that it will be possible for us to access the heart attack and stroke prevention market through

a targeted hospital and/or specialty care sales force.

of Aspirin Products

have not yet established a sales, marketing or product distribution infrastructure for our aspirin products because our lead product

candidates are still in early-stage clinical development.

We generally plan to retain commercial rights in the United States for our

product candidates for which we hope to receive marketing approvals.

We believe that it will be possible for us to access the heart attack

and stroke prevention market through a targeted hospital and/or specialty care sales force.

to receiving marketing approvals, we expect to commence commercialization activities by building a focused sales and marketing organization

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in relevant fields of medicine.

Company has developed and acquired disruptive sublingual delivery technologies that are a Novel Soluble Formulation which address emergencies

and drug efficacy, dosage management, and response time.

In March 2023, the Company filed application number 63/456,290 with the United

States Patent and Trademark Office (“USPTO”) with the goal of securing patent protection for its new technology and aspirin

The Company’s new patent pending formulation is a significant improvement on the previous formulation which was acquired

by the Company through the Instaprin Pharmaceuticals, Inc.

also seek to license our technology.

Company has developed and acquired sublingual delivery technologies which address emergencies and drug efficacy, dosage management, and

response time.

In March 2023, the Company filed application number 63/456,290 with the United States Patent and Trademark Office with

the goal of securing patent protection for its new technology and aspirin formulation.

The Company’s new patent pending formulation

is a significant improvement on the previous formulation which was acquired by the Company through the Instaprin Pharmaceuticals, Inc.

acquisition (described below).

This technology will facilitate development

of any number of products in a soluble, PH neutral, fast acting powder or granule form which has been developed by using our patent pending

formulation, and “trade secret” process.

Aspire’s drug delivery comes from a new mechanism of action (absorption pathway)

which allows for rapid sublingual absorption.

The benefits of “rapid absorption” are to provide nearly instant treatment

impact and also allows high dose absorption.

The Company’s patent pending delivery system includes components specifically formulated

to allow rapid sublingual absorption of drugs into the blood stream, thus by-passing the gastrointestinal tract.

A second patent application

was filed in October 2024 for a high-dose version of our sublingually administered aspirin product (application number 63/702,381) using

a micelle variation on our technology which can be used with a variety of substances.

the initial launch of its aspirin product, Aspire has focused on the delivery of aspirin, which may be the most studied and accepted

This technology will facilitate development of any number of products in a soluble, fast acting powder

or granule form which has been developed by using our patent pending formulation, and “trade secret” process.

drug delivery comes from a new mechanism of delivery (absorption pathway) which allows for rapid sublingual absorption.

of “rapid absorption” are to provide rapid treatment impact and also allows high dose absorption.

The Company’s patent

pending delivery system includes components specifically formulated to allow rapid sublingual absorption of drugs into the blood stream,

thus by-passing the gastrointestinal tract.

A second patent application was filed in October 2024 for a high-dose version of our sublingually

administered aspirin product (application number 63/702,381) using a micelle variation on our technology which can be used with a variety

of substances.

the initial development launch of its products, Aspire has focused on the delivery of aspirin, which may be the most studied and accepted

analgesic and anti-inflammatory drug on the market.

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Aspire plans to seek FDA 505(b)(2) Fast Track designation

in 2025 for the prescription strength high dose aspirin product given the history of safety in Q4 of 2024 of Aspirin (and over 100 years

in the first quarter of 2026 for the prescription strength high dose aspirin product given the history of safety of Aspirin (over 100

years of history).

Additionally,

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Glatt used this batch to finalize

the packaging and manufacturing process, and to provide the products to be used in the current clinical tests which are taking place

in Florida and will end by June 30, 2025.

Glatt’s scientific team will also be conducting the stability testing required by the

FDA on this batch to determine product shelf life.

This is in addition to prior similar initial testing done in 2022 by Glatt which provided

important background data on the stability and manufacturing process for Aspire’s low dose sublingual aspirin product.

the packaging and manufacturing process, and to provide the products which were used in the clinical trials which took place in Florida

and ended in July, 2025.

Glatt’s scientific team is conducting the stability testing required by the FDA on this batch to determine

product shelf life.

This is in addition to prior similar initial testing done in 2022 by Glatt which provided important background data

on the stability and manufacturing process for Aspire’s low dose sublingual aspirin product.

consultants have completed (1) a comprehensive review of relevant regulatory issues and regulatory strategy (including regulations, guidance

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for Aspire’s communication with the FDA, its clinical testing, and its NDA.

is currently conducting an in vivo single-dose bioavailability study in healthy human volunteers which should end by June 30, 2025 (“Trial

This clinical trial is evaluating pharmacokinetic endpoints including but not limited to maximum concentrations of aspirin

and/or its metabolites in plasma (“Cmax”), time of maximum concentrations (“Tmax”), and area under the time curve

concentrations (“AUC”) following sublingual dosing of two different pharmaceutical formulations of Aspire’s sublingual

aspirin compared to standard oral aspirin.

Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure of platelet inhibition) will

be evaluated as a secondary endpoint.

Data from this bioavailability study will be used to select the optimal pharmaceutical formulation

of aspirin and to design a pivotal Trial 2, if needed, to support filing of an NDA.

Trial 1 will be exempt from Investigational New Drug

(IND) filing requirements under 21 C.F.R.

320.31(d) because it is a human bioavailability trial of an FDA-approved active ingredient

that is not a new chemical entity, a radioactively labeled drug product, or cytotoxic drug product, using a dose not exceeding the dose

specified in the labeling of the approved drug product, conducted in compliance with the requirements for review by an Institutional

Review Board (IRB), with reserve test article samples retained by the study sponsor.

completion of Trial 1, Aspire intends to submit a section 505(b)(2) NDA for its high-dose aspirin product.

Aspire plans to propose a

later clinical trial—for purposes of further FDA applications— (“Trial 2”) in approximately 24 healthy human

volunteers to evaluate the pharmacodynamic effect of a single dose of Aspire’s high dose aspirin on platelet inhibition compared

recently conducted an in vivo single-dose bioavailability study in healthy human volunteers which ended in July, 2025.

This clinical

trial evaluated pharmacokinetic endpoints including but not limited to maximum concentrations of aspirin and/or its metabolites in plasma

(“Cmax”), time of maximum concentrations (“Tmax”), and area under the time curve concentrations (“AUC”)

following sublingual dosing of two different pharmaceutical formulations of Aspire’s sublingual aspirin compared to standard oral

Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure of platelet inhibition) was evaluated as a secondary endpoint.

Data from this bioavailability study will be used to select the optimal pharmaceutical formulation of aspirin and to support filing of

This trial was exempt from Investigational New Drug (IND) filing requirements under 21 C.F.R.

320.31(d) because it is a human

bioavailability trial of an FDA-approved active ingredient that is not a new chemical entity, a radioactively labeled drug product, or

cytotoxic drug product, using a dose not exceeding the dose specified in the labeling of the approved drug product, conducted in compliance

with the requirements for review by an Institutional Review Board (IRB), with reserve test article samples retained by the study sponsor.

receipt and analysis of the clinical trial results, Aspire intends to submit a section 505(b)(2) NDA for its high-dose aspirin product.

Aspire may propose a later clinical trial—for purposes of further FDA applications, if needed—in approximately 24 healthy

human volunteers to evaluate the pharmacodynamic effect of a single dose of Aspire’s high dose aspirin on platelet inhibition compared

to that of standard oral aspirin.

The proposed primary endpoint for Trial 2 would be time to TXB2 inhibition.

Variability of TXB2 inhibition

and pharmacokinetic parameters (Cmax, Tmax, AUC, etc.) for aspirin and/or its metabolites in plasma will be analyzed as secondary endpoints

Trial 2 will be designed to demonstrate a shorter time to clinically meaningful pharmacodynamic effect (TXB2 inhibition) following administration

of Aspire’s aspirin compared to standard oral aspirin (standard of care for treatment of suspected acute myocardial infarction).

Following completion of Trial 2, Aspire intends to submit a section 505(b)(2) NDA for Aspire’s aspirin product to the FDA seeking

approval to market the product for treatment of suspected acute myocardial infarction.

Additional clinical trials focused on differentiating

Aspire’s aspirin from standard oral aspirin based on TXB2 inhibition and gastrointestinal irritation, ulceration and bleeding during

longer term use may be conducted to support subsequent 505(b)(2) NDAs and/or supplemental NDAs for our aspirin in other therapeutic indications

focused on the antithrombotic and analgesic effects of aspirin.

The proposed primary endpoint for an additional trial would be time to TXB2 inhibition.

of TXB2 inhibition and pharmacokinetic parameters (Cmax, Tmax, AUC, etc.) for aspirin and/or its metabolites in plasma will be analyzed

as secondary endpoints.

If needed, the additional trial will be designed to demonstrate a shorter time to clinically meaningful pharmacodynamic

effect (TXB2 inhibition) following administration of Aspire’s aspirin compared to standard oral aspirin (standard of care for treatment

of suspected acute myocardial infarction).

Following completion of an additional trial, Aspire would submit a section 505(b)(2) NDA for

Aspire’s aspirin product to the FDA seeking approval to market the product for treatment of suspected acute myocardial infarction.

Additional clinical trials focused on differentiating Aspire’s aspirin from standard oral aspirin based on TXB2 inhibition and

gastrointestinal irritation, ulceration and bleeding during longer term use may be conducted to support subsequent 505(b)(2) NDAs and/or

supplemental NDAs for our aspirin in other therapeutic indications focused on the antithrombotic and analgesic effects of aspirin.

Development Status of Other Products

Aspire’s scientists have developed a working formulation for a sublingually administered melatonin sleep-aid product, in 3mg, 5mg,

and 10mg doses.

In the next two quarters, Aspire will develop and validate the manufacturing process based on this formulation.

may conduct a limited pharmokinetic study using at least eight volunteers, comparing to orally administered melatonin products on the

market, in order to support its claims and labeling.

and 10mg doses and has created a batch of product and completed limited testing.

Aspire may conduct a limited pharmokinetic study using

at least eight volunteers, comparing to orally administered melatonin products on the market, in order to support its claims and labeling.

No FDA approval is required for Melatonin, which is sold as a supplement.

is a wildly popular sleep aid and Aspire has begun exploring licensing possibilities.

This formulation will be patent protected in due

Melatonin is a popular sleep aid and Aspire has begun exploring

licensing possibilities.

The Company intends to patent this formulation in due course.

Aspire’s scientists have developed a working formulation for sublingually administered vitamins D, E and K.

In the first three

quarters of 2025, Aspire intends to develop and validate a manufacturing process and conduct a limited pharmokinetic study.

These products

will be patent protected in due course.

Testosterone:

Aspire’s scientists have developed a formulation for sublingually administered testosterone.

A patent application for the formulation

will be filed in due course.

In the third and fourth quarters of 2025, subject to funding, Aspire will develop and validate the manufacturing

process based on this formulation, and produce a cGMP batch for use in clinical testing and a stability study.

Aspire will conduct a

Phase One clinical test in approximately the fourth quarter of 2025 for pharmokinetical validation of product properties, using approximately

eight volunteers, and to establish criteria for an NDA with the FDA.

Aspire anticipates, based on these results, to request a pre-IND

meeting with the FDA in the first quarter of 2026, followed by Phase Two clinical testing.

Aspire anticipates this testing to use approximately

32 volunteers.

Aspire intends to submit an NDA for the testosterone product under 505(b)(2) to the FDA in the first or second quarter

Testosterone is not a candidate for fast-track approval, so the NDA approval process will likely take as much as three years.

Aspire’s scientists are in the final phases of developing a working formulation for a sublingual semaglutide product.

to market will be similar to that of testosterone, above, as semaglutide is not likely a candidate for fast-track approval.

The Company intends

to patent these products in due course.

Aspire’s scientists are also developing a working formulation for a sublingual semaglutide product.

The timeline to market will

be similar depending on the speed of formulation, availability of resources, market conditions and other factors.

FDA approval would likely

take at least 2-3 years as semaglutide is not likely a candidate for fast-track approval.

Aspire’s scientific team has developed a working formula for a single dose sublingual pre-workout supplement as well

as a single dose “coffee or soda replacement” with health benefits, using its patent-pending sublingual absorption technology.

Aspire has manufactured trial runs of this supplement and has been conducting consumer and safety testing in Q2 2025.

Aspire has entered

into a manufacturing agreement with Desert Stream, Inc., a nutrition and supplement manufacture with much experience in caffeine products.

Aspire and Desert Stream have developed a half dozen flavors of the product.

Aspire intends to launch this product into the market approximately

July 1, 2025.

Aspire has registered two trademarks that it intends to use with these products and obtained appropriate domain names as

Aspire’s scientists are currently considering formulations for anti-nausea products, anti-psychotic products, ED drugs,

seizure medication, and several other classes of drugs, all using our sublingual mode of administration.

We anticipate taking several

of these products to market as the research and development dictates, as well as market conditions and company funding.

Aspire has manufactured trial runs of this supplement and conducted consumer and safety testing in the second quarter of 2025.

entered into a manufacturing agreement with Desert Stream, Inc., a nutrition and supplement manufacture with experience in caffeine products,

through its wholly owned subsidiary Buzz Bomb Caffeine Company LC.

Aspire and Desert Stream have developed a half dozen flavors of the

Aspire has registered several trademarks that it intends to use with these products and obtained domain names as well.

unveiled its caffeine product at two large fitness conventions in the first week of August 2025 and began selling initial versions of

its caffeine products in the third quarter of 2025.

Aspire’s scientists are currently considering formulations for anti-nausea products, anti-psychotic products, ED

drugs, seizure medication, and several other classes of drugs, all using our sublingual mode of administration.

We anticipate taking

several of these products to market as the research and development dictates, as well as market conditions and company funding.

biopharmaceutical industry is characterized by rapidly advancing technologies, intense competition and strong emphasis on proprietary

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To our knowledge, there are currently no sublingual aspirin products

on the market and none listed inside of the Food and Drug Administration’s (the “FDA”) Approved Drug Products with

Therapeutic Equivalence Evaluations book, also known as the “Orange Book.”

on the market and none listed inside of the FDA Approved Drug Products with Therapeutic Equivalence Evaluations book, also known as the

“Orange Book.”

commercial success depends in part on our ability to obtain and maintain proprietary or intellectual property protection for our drug

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and implementation of our business.

We also rely on trade secrets, know-how and continuing technological innovation to develop and maintain

We also rely on trade secrets, knowhow and continuing technological innovation to develop and maintain

our proprietary and intellectual property position.

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Any patents granted from national/regional phase applications of this PCT application or applications claiming priority

to this PCT application will have a nominal expiration of October 1, 2045.

The patent applications cover composition of matter (formulations),

including product-by-process coverage, as well as uses of the formulations.

to this Patent Cooperation Treaty (“PCT”) application will have a nominal expiration of October 1, 2045.

The patent applications

cover composition of matter (formulations), including product-by-process coverage, as well as uses of the formulations.

patent application Serial No.

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Prior to expiration of 62/794,141, two non-provisional patent applications

were filed under the Patent Cooperation Treaty (PCT), each claiming priority to 62/794,141.

These PCT applications have PCT Application

PCT/US2020/013863 and PCT/US2020/014218, respectively.

National/regional phase entries of these PCT applications were due on July

18, 2021, or August 18, 2021, depending on the specific country/region.

were filed under the PCT, each claiming priority to 62/794,141.

These PCT applications have PCT Application Nos.

PCT/US2020/013863 and

PCT/US2020/014218, respectively.

National/regional phase entries of these PCT applications were due on July 18, 2021, or August 18, 2021,

depending on the specific country/region.

No national/regional phase entries were completed by the deadlines.

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expired patent properties were intended to supplement the later-filed primary patent properties covering Aspire’s aspirin formulation

At the time of the Asset Purchase Agreement, Aspire was not aware that the patent properties had expired.

At the time of its acquisition of the assets, Aspire was not aware that the patent properties had expired.

omnibus patent to extend its novel intellectual property rights to cover many other classes of drugs and supplements was filed in October

Registration No.

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documents due on March 29, 2022.

Aspire was not aware of the March 29, 2022, filing deadline at the time of the Asset Purchase Agreement,

Aspire was not aware of the March 29, 2022, filing deadline at the time of its acquisition of the assets,

which was executed one day prior to the filing deadline.

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Company believes that it is important to note that while the previously acquired intellectual property is dead or expired, Aspire has

used these technologies and relationships as the foundation of their new patent applications and formulations.

used these technologies and relationships as the foundation of its new patent applications and formulations.

Aspire’s management

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(‘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.

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.

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.

giving effect to the Reverse Acquisition, 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.

terms and subject to the conditions of the Merger 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 Marger 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

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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.

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 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 Reverse Acquisition.

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 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.

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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

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”),

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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 10).

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

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.

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

line of credit Agreement

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The term of the ELOC Agreement began on the date of execution 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

36-month anniversary of the execution date, (ii) the date on which Arena 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

the Commitment Period, the Company may direct Arena to purchase ELOC Shares by delivering a notice (an “Advance Notice”)

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Under the ELOC Agreement, the Company also agreed to, no later than ten (10) business

days following the Closing of the Business Combination, file with the SEC a registration statement for the resale by Arena of the ELOC

days following the Closing of the Reverse Acquisition, file with the SEC a registration statement for the resale by Arena of the ELOC

Shares and the ELOC Commitment Shares, and to file one or more additional registration statements if necessary.

As a result of the floor

price and the current market price, the Company has not filed such registration statement and does not believe that the ELOC will result

in increased liquidity for the Company.

Purchase Agreement

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.

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.

closing was consummated on February 20, 2025 (the “SPA Closing”) and the Company issued to the Investors Debentures in an

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caused to be delivered, to each Investor its pro rata portion of 2,106,527 shares of common stock (“SPA Commitment Shares”),

of which 1,000,000 will be freely tradable, subject to a leak out agreement (the “Leak Out Agreement”) whereby each Investor’s

of which 1,000,000 were freely tradable, subject to a leak out agreement (the “Leak Out Agreement”) whereby each Investor’s

sales may not exceed 15% of the daily trading volume of the common stock on the date of sale.

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.

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

The Notes have a 20% original issue discount which is included in the aggregate principal amount of $9,687,500 and do not bear

an interest rate.

Of the $7,750,000 total funding 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 Notes are convertible into up to an aggregate of 147,177,424

Common Stock (the “ Conversion Shares”) subject to certain conditions.

The Company incurred debt issuance costs of $907,500

which is capitalized and amortized over the term on the Notes.

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 our Common Stock

for the five days prior to the Closing Date.

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 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

On April 16, 2025, the Company received two letters from The Nasdaq Stock

Market 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 was entitled to a 180-day grace period, which

ended on October 13, 2025, to rectify the deficiency.

In order to do so, the Company was required to achieve and maintain an MVLS of at

least $50,000,000 or more for a minimum of 10 consecutive business days (Nasdaq may monitor the MVLS compliance for up to 10 consecutive

business days).

The 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 Company did not regain compliance with the MVLS Rule or the Bid Price

Rule within the relevant compliance periods.

Accordingly, on October 15, 2025, (the “October Letter”) the Staff notified the

Company that its securities were subject to delisting from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings

Panel (the “Panel”).

Both items of noncompliance serve as an independent basis for delisting the Company’s securities

The Company retained an advisor and requested a hearing before the Panel

and has paid the associated hearing fee of $20,000, which has stayed the suspension of the Company’s Common Stock and publicly traded

Warrants pending the Panel’s decision and the expiration of any exception period granted by the Panel.

At the hearing, the Company will present its plan to

regain compliance with the MVLS Rule and the Bid Price Rule, and request an extension of time.

The Panel has the authority to grant the

Company an extension of up to 180 days from the date of the Staff’s delist determination for the MVLS Rule and Bid Price Rule.

Company has requested and been granted a hearing before the Panel to present its plan to regain compliance with the MVLS Rule and the

Bid Price Rule;

however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that

the Company will be able to regain compliance within the period of time that may be granted by the Panel.

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.

Alternatively, the Company

may apply for a transfer of the listing of its securities to The Nasdaq Capital Market, provided that the Panel determines to conditionally

move the Company to The Nasdaq Capital Market pursuant to an exception.

Notices and Settlement Agreement

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made within the automatic extension period.

On 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.

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.

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.

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.

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August 20, 2025, with sale limitations tied to the Company’s daily trading volume, as detailed in the Agreement.

June 10, 2025, Kraig Higginson, Chief Executive Officer of the Company resigned from the role of Chief Executive Officer and continues

to serve as Chairman of the Board of Directors.

On June 10, 2025, the Board of Directors appointed Michael Howe, currently a member of

the Board of Directors, to serve as Chief Executive Officer of the Company.

Howe will continue to serve as a director on the Board.

July 24, 2025, Michael Howe, Director and Chief Executive Officer of the Company, stepped down from the role of Director and Chief Executive

In connection with this transition, the Board of Directors appointed Kraig Higginson, currently the Chairman of the Board of

Directors, to serve as Interim Chief Executive Officer of the Company, effective July 24, 2025.

The Company is currently undergoing a

search for a permanent CEO with appropriate experience.

Financial Definitions/Components of Results

Company anticipates that it will earn revenue from the sale or licensing of various pharmaceutical and nutraceutical products.

March 31, 2025, no revenue has been earned.

Company commenced earning revenue in the third quarter of 2025 from the sale of its pharmaceutical and nutraceutical products.

classify our operating expenses into the following categories:

and administrative expenses.

General and administrative expenses consist primarily of personnel-related expenses for our executives,

consultants and advisors.

These expenses also include non-personnel costs, such as rent, office supplies, legal, audit and accounting

services and other professional fees.

General and administrative expenses consist primarily of

personnel-related expenses for our executives, consultants and advisors.

These expenses also

include non-personnel costs, such as rent, office supplies, legal, audit and accounting services

and other professional fees.

and development expenses.

Research and development expenses include internal personnel and third-party consulting costs related

to preliminary research and development of the Company’s products.

Research and development expenses include internal personnel

and third-party consulting costs related to preliminary research and development of the Company’s

and marketing expenses.

Sales and marketing expenses consist primarily of business development professional fees, advertising

and marketing costs.

Sales and marketing expenses consist primarily of business development

professional fees, advertising and marketing costs.

Accounting Estimates

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Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements.

our significant accounting policies are described in more detail in Note 3 to our condensed consolidated financial statements appearing

in Item 1 to this Quarterly Report on Form 10-Q, we believe that the following accounting policies were most critical to the judgments

and estimates used in the preparation of our consolidated financial statements.

our significant accounting policies are described in more detail in Note 3 to our interim condensed consolidated financial statements

appearing in Item 1 to this Quarterly Report on Form 10-Q, we believe that the following accounting policies were most critical to the

judgments and estimates used in the preparation of our consolidated financial statements.

preparation of consolidated financial statements in conformity with U.S.

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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.

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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

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

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:

the sale of the product.

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.

Accounting Pronouncements

discussion of recently issued accounting standards applicable to Aspire is described in Note 3, Significant Accounting Policies, in the

Notes to Financial Statements contained elsewhere in this Current Report on Form 10-Q.

Notes to Financial Statements contained elsewhere in this Quarterly Report on Form 10-Q.

of Operations

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comparison of financial results is not necessarily indicative of future results.

three months ended March 31, 2025 compared to the three months ended March 31, 2024

following table sets forth the Company’s condensed consolidated statements of operations data for the three months ended March

three and nine months ended September 30, 2025 and September 30, 2024

following table sets forth the Company’s condensed consolidated statements of operations data for the three months ended September

30, 2025 and 2024:

For the Three Months ended

General and administrative

Research and development

Sales and marketing

Loss from operations

months ended September 30,

of Goods Sold

and administrative

and development

and marketing

from operations

income (expenses):

$ (1,480,058 )

in fair value of derivative liabilities and convertible notes

income (loss), net

loss before income taxes

$ (1,850,493 )

Other income (expenses):

Interest expense

Change in fair value of derivative liabilities and convertible notes

Other income (loss), net

Income loss before income taxes

$ (1,634,224 )

Company commenced sale of products during the three months ended September 30, 2025.

For the three months ended September 30, 2025, total

revenue was $1,941 and total cost of goods sold was $1,057.

and Administrative

and administrative expenses for the three months ended September 30, 2025 was $512,993 as compared to $191,578 for the three months ended

September 30, 2024.

The $321,415 increase in general and administrative reflects increases in professional services such as legal, consulting

and accounting.

Aspire expects that its general and administrative expenses will increase in future periods commensurate with the expected

growth of its business and increased expenditures associated with its status as an exchange listed public company.

and Development

and Development expenses for the three months ended September 30, 2025 was $207,899 as compared to $7,000 for the three months ended

September 30, 2024.

The $200,899 increase in research and development reflects increases in personnel and supplies related costs as the

Company continues to develop its products.

The Company expects that its research and development expense will increase in future periods

commensurate with the expected growth of its business.

and Marketing

and marketing for the three months ended September 30, 2025 was $425,489 as compared to $16,678 for the three months ended September

The $408,811 increase in sales and marketing reflects increases in marketing such as investor awareness costs and product sampling

as the Company continues to develop its products.

Aspire expects that its sales and marketing expense will increase in future periods

commensurate with the expected growth of its business.

expense of $1,480,058 for the three months ended September 30, 2025 is a result of the accrual of interest on the convertible notes,

subscription agreement and the amortization of debt discount associated with the notes payable – related party.

in fair value of derivative liabilities and convertible notes

in fair value of derivative liabilities and convertible notes of $775,062 for the three months ended September 30, 2025 is a result of

change in fair value of subscription loan agreements, convertible notes, forward purchase agreement liability and derivative liability.

following table sets forth the Company’s condensed consolidated statements of operations data for the nine months ended September

30, 2025 and 2024:

Nine months ended September

of Goods Sold

and administrative

and development

and marketing

from operations

$ (17,501,867 )

Income tax expense

$ (16,958,718 )

income (expenses):

$ (2,297,882 )

in fair value of derivative liabilities and convertible notes

on extinguishment of debt

income (loss), net

$ (2,271,247 )

loss before income taxes

$ (19,773,114 )

$ (19,229,965 )

income (loss)

$ (19,773,114 )

$ (19,228,952 )

Company commenced sale of products during the three months ended September 30, 2025.

For the three months ended September 30, 2025, total

revenue was $1,941 and total cost of goods sold was $1,057.

and Administrative

and administrative expenses for the three months ended March 31, 2025 was $15,073,548 as compared to $132,804 for the three months ended

March 31, 2024.

The $14,940,744 increase in general and administrative reflects increases stock based compensation related to the shares

issued to an advisory firm and increase in professional services such as legal.

Exclusive of one-time stock based compensation expense

in the period, Aspire expects that its general and administrative expenses will increase in future periods commensurate with the expected

growth of its business and increased expenditures associated with its status as an exchange listed public company.

and administrative expenses for the nine months ended September 30, 2025 was $15,982,233 as compared to $410,805 for the nine months

ended September 30, 2024.

The $15,571,428 increase in general and administrative reflects increases in stock based compensation related

to the shares issued to an advisory firm and increase in professional services such as legal, consulting and accounting.

one-time stock based compensation expense in the period, Aspire expects that its general and administrative expenses will increase in

future periods commensurate with the expected growth of its business and increased expenditures associated with its status as an exchange

listed public company.

and Development

and Development expenses for the three months ended March 31, 2025 was $263,093 as compared to $10,500 for the three months ended March

and Development expenses for the nine months ended September 30, 2025 was $823,879 as compared to $28,000 for the nine months ended September

The $795,879 increase in research and development reflects increases in personnel and supplies related costs as the Company

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and Marketing

and marketing for the three months ended March 31, 2025 was $219,839 as compared to $87,666 for the three months ended March 31, 2024.

and marketing for the nine months ended September 30, 2025 was $696,639 as compared to $104,344 for the nine months ended September 30,

The $592,295 increase in sales and marketing reflects increases in marketing such as investor awareness costs as the Company continues

to develop its products.

Aspire expects that its sales and marketing expense will increase in future periods commensurate with the expected

growth of its business.

expense of $289,931 for the three months ended March 31, 2025 is a result of the accrual of interest on the convertible notes and the

amortization of debt discount associated with the notes payable – related party.

to develop its products and product sampling.

Aspire expects that its sales and marketing expense will increase in future periods commensurate

with the expected growth of its business.

expense of $2,297,882 for the nine months ended September 30, 2025 is a result of the accrual of interest on the convertible notes, subscription

agreement and the amortization of debt discount associated with the notes payable – related party.

in fair value of derivative liabilities and convertible notes

in fair value of derivative liabilities and convertible notes of $94,917 for the three months ended March 31, 2025 is a result of change

in fair value of subscription loan agreements, convertible notes and forward purchase agreement liability.

in fair value of derivative liabilities and convertible notes of $390,744 for the nine months ended September 30, 2025 is a result of

change in fair value of subscription loan agreements, convertible notes and forward purchase agreement liability.

on extinguishment of debt

the nine months ended September 30, 2025, the Company recorded a $364,109 loss on extinguishment of debt resulting from the

amendment to the Blackstone Note.

and Capital Resources

The Company’s primary sources of liquidity

have been cash from financing activities.

The Company had an accumulated deficit of $18,718,561 as of March 31, 2025.

As of March 31,

2025, working capital deficit was $6,903,439 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

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.

Company’s primary sources of liquidity have been cash from financing activities.

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

as of September 30, 2025.

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

the consummation of the Reverse Acquisition 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, $7,750,000 pursuant to the August 19, 2025 Securities Purchase Agreement and an additional $3,000,000 after the consummation

of the Reverse Acquisition.

The Company also entered into an ELOC agreement t for the sale of up to $100,000,000 in common stock.

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

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.

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

5 unchanged sentences

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

flows for the three months ended March 31, 2025 and 2024

following table summarizes the Company’s cash flows from operating, investing and financing activities for the three months ended

March 31, 2025 and 2024:

For the three months ended

Net cash used in operating activities

$ (1,751,528 )

Net cash provided by financing activities

flows for the nine months ended September 30, 2025 and 2024

following table summarizes the Company’s cash flows from operating, investing and financing activities for the nine months ended

September 30, 2025 and 2024:

the nine months ended

cash used in operating activities

cash used in operating activities was $1,751,528 during the three months ended March 31, 2025 compared to net cash used in operating

activities of $192,971 during the three months ended March 31, 2024.

The period-to-period change was a result of Aspire’s net loss

for the period, including stock-based compensation, a decrease in prepaid expenses and increase in due from related party balance partially

offset by the increase in accounts payables, increase in accrued expenses.

cash provided by financing activities

the three months ended March 31, 2025, net cash provided by financing activities was $3,094,438 compared to net cash flow from financing

activities of $229,084 during the three months ended March 31, 2024.

Cash Used in Operating Activities

cash used in operating activities was $3,995,648 during the nine months ended September 30, 2025 compared to net cash used in operating

activities of $744,755 during the nine months ended September 30, 2024.

The period-to-period change was a result of Aspire’s net

loss for the period.

Cash provided by Financing Activities

the nine months ended September 30, 2025, net cash provided by financing activities was 5,940,286 compared to net cash flow from financing

activities of $750,122 during the nine months ended September 30, 2024.

The period-to-period change was primarily due to higher proceeds

from the issuance of Legacy Aspire’s common stock related to private placements prior to the Merger, and the exercise of stock

options and warrants.

from the issuance of Aspire’s common stock related to private placements prior to the Reverse Acquisition, and the issuance of

convertible notes, partially offset by the repayment of convertible notes.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

5 unchanged sentences

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 2. Management’s Discussion and Analysis