Aspire Biopharma Holdings, Inc. 10-Q/A

ITEM 1. FINANCIAL STATEMENTS ASPIRE BIOPHARMA HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2025 2024 (UNAUDITED) ASSETS CURRENT ASSETS Cash $ 1,948,271 $ 3,633 Prepaid expenses and other 419,421 144,356 Inventory 35,437 - Total current assets 2,403,129 147,989 TOTAL ASSETS $ 2,403,129 $ 147,989 LIABILITIES AND SHAREHOLDERS’ DEFICIT CURRENT LIABILITIES Accounts payable $ 1,060,889 $ 310,219 Accrued expenses 266,930 - Due to affiliate 353,679 - Notes payable – related party 885,564 1,266,832 Promissory note fee – related party 1,000,000 - Other current liabilities - 111,026 Derivative liability 3,554,265 - Loan and transfer notes payable – related party 499,214 - Subscription agreement loan 1,500,000 - Convertible note 4,739,965 - Total current liabilities 13,860,506 1,688,077 Forward purchase agreement liability 9,901 0 TOTAL LIABILITIES 13,870,407 1,688,077 COMMITMENTS AND CONTINGENCIES (Note 9) - - SHAREHOLDERS’ DEFICIT Preferred Stock; $ 0.0001 par value, 10,000,000 shares authorized, none issued or outstanding - - Common stock; $ 0.0001 par value; 490,000,000 shares authorized; 49,525,970 and 27,601,767 issued and outstanding at September 30, 2025 and December 31, 2024, respectively 4,953 2,760 Additional paid-in capital 11,078,116 1,234,385 Accumulated deficit ( 22,550,347 ) ( 2,777,233 ) TOTAL SHAREHOLDERS’ DEFICIT ( 11,467,278 ) ( 1,540,088 ) TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 2,403,129 $ 147,989 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 ASPIRE BIOPHARMA HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 2025 2024 2025 2024 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Net revenue $ 1941 $ - $ 1,941 $ - Cost of goods sold 1057 - 1,057 - Gross Profit 884 - 884 - OPERATING EXPENSES General and administrative (including stock based compensation of $ 0 , $ 0 , $ 14.1 M and $ 0 , respectively) 512,993 191,578 15,982,233 410,805 Research and development 207,899 7,000 823,879 28,000 Sales and marketing 425,489 16,678 696,639 104,344 Total operating expenses 1,146,381 215,256 17,502,751 543,149 Loss from operations ( 1,145,497 ) ( 215,256 ) ( 17,501,867 ) ( 543,149 ) Other income (expense): Interest expense ( 1,480,058 ) - ( 2,297,882 ) - Change in fair value of derivative liability 775,062 - 390,744 - Loss on extinguishment of debt - - ( 364,109 ) - Total other (expense) income, net ( 704,996 ) - ( 2,271,247 ) - Income tax expense - ( 1,013 ) - ( 1,013 ) Net loss $ ( 1,850,493 ) $ ( 216,269 ) $ ( 19,773,114 ) $ ( 544,162 ) Weighted average shares outstanding of Common Stock 49,525,970 27,601,767 45,658,696 27,595,533 Basic and diluted net loss per share of Common Stock $ ( 0.04 ) $ ( 0.01 ) $ ( 0.43 ) $ ( 0.02 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 ASPIRE BIOPHARMA HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 Shares Amount Shares Amount Capital Deficit Deficit Common Stock Preferred Stock Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance - January 1, 2025 27,601,767 $ 2,760 - $ - $ 1,234,385 $ ( 2,777,233 ) $ ( 1,540,088 ) Conversion of warrants 5,735,717 574 - - ( 574 ) - - Issuance of shares in Reverse Acquisition 7,257,513 726 - - ( 4,603,302 ) - ( 4,602,576 ) Issuance of shares under working capital loans and non redemption agreements 5,536,946 554 - - ( 554 ) - - Issuance of commitment fee shares under ELOC agreement 1,106,527 110 - - ( 110 ) - - Stock based compensation 1,662,500 166 - - 14,131,084 - 14,131,250 Net loss 0 0 - - 0 ( 15,941,328 ) ( 15,941,328 ) Balance – March 31, 2025 48,900,970 4,890 - - 10,760,929 ( 18,718,561 ) ( 7,952,742 ) Shares issued pursuant to settlement agreement 625,000 63 - - 317,187 - 317,250 Net loss - - - - - ( 1,981,293 ) ( 1,981,293 ) Balance – June 30, 2025 49,525,970 4,953 - - 11,078,116 ( 20,699,854 ) ( 9,616,785 ) Net loss - - - - - ( 1,850,493 ) ( 1,850,493 ) Balance – September 30, 2025 49,525,970 $ 4,953 - $ - $ 11,078,116 $ ( 22,550,347 ) $ ( 11,467,278 ) Common Stock Preferred Stock Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance - January 1, 2024 440,000,000 $ 22,000 - $ - 957,500 $ ( 1,467,361 ) $ ( 487,861 ) Retroactive application of recapitalization - 412,418,421 - 19,242 - - 19,242 - - Balance - January 1, 2024 27,581,579 2,758 - - 976,742 ( 1,467,361 ) ( 487,861 ) Issuance of common stock 17,950 2 - - 229,082 - 229,084 Net loss - - - - - ( 230,970 ) ( 230,970 ) Balance - March 31, 2024 27,599,529 2,760 - - 1,205,824 ( 1,698,331 ) ( 489,747 ) Issuance of common stock 2,238 - - - 28,561 - 28,561 Net loss - - - - - ( 96,923 ) ( 96,923 ) Balance - June 30, 2024 27,601,767 2,760 - - 1,234,385 ( 1,795,254 ) ( 558,109 ) Net loss - - - - - ( 216,269 ) ( 216,269 ) Balance - September 30, 2024 27,601,767 2,760 - - 1,234,385 ( 2,011,523 ) ( 774,378 ) Balance 27,601,767 2,760 - - 1,234,385 - 2,011,523 - 774,378 Net loss - - - - - ( 765,710 ) ( 765,710 ) Balance - December 31, 2024 27,601,767 $ 2,760 - $ - $ 1,234,385 $ ( 2,777,233 ) $ ( 1,540,088 ) Balance 27,601,767 2,760 - - 1,234,385 - 2,777,233 - 1,540,088 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 ASPIRE BIOPHARMA HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 2025 2024 For the Nine Months Ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 19,773,114 ) $ ( 544,162 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 2,021,209 - Loss on extinguishment of debt 364,109 - Change in fair value of derivative liabilities ( 390,744 ) - Stock based compensation 14,131,250 - Changes in operating assets and liabilities: Prepaid expenses ( 190,065 ) ( 132,500 ) Inventory ( 35,437 ) - Accounts payable ( 277,250 ) ( 68,093 ) Accrued expenses 265,421 - Other current liabilities ( 111,026 ) - Net cash flows provided by (used in) operating activities ( 3,995,647 ) ( 744,755 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock - 257,645 Short term loan from shareholders - 492,477 Proceeds from recapitalization 265,827 - Proceeds from issuance of convertible notes 10,250,000 - Repayment of convertible notes ( 3,032,645 ) - Repayment of subscription agreement loan ( 483,474 ) - Transaction costs paid in connection with convertible notes ( 907,499 ) - Proceeds from notes payable - related party 50,000 - Repayment of notes payable – related party ( 201,924 ) - Net cash flows provided by (used in) financing activities 5,940,285 750,122 NET CHANGE IN CASH 1,944,638 5,367 CASH, BEGINNING OF THE PERIOD 3,633 11,174 CASH, END OF THE PERIOD $ 1,948,271 $ 16,541 Supplemental disclosure of noncash investing and financing activities: Accounts payable and other liabilities combined, net $ 4,868,403 $ - Loss pursuant to settlement agreement $ 317,250 $ - Issuance of shares in reverse acquisition $ 4,602,576 $ - Conversion of warrants $ 574 $ - Issuance of shares under working capital loans and non redemption agreements $ 554 $ - Issuance of commitment fee shares under ELOC agreement $ 110 $ - Supplemental cashflow information: Interest paid $ 44,388 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 ASPIRE BIOPHARMA HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (UNAUDITED) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aspire 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. On 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, Inc.”). On 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 ) On May 5, 2025, the Company formed a wholly owned subsidiary, Buzz Bomb Caffeine Co. LC. NOTE 2. LIQUIDITY AND GOING CONCERN The 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 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. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial 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 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. 7 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions 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. 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. The 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 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. Principles of Consolidation The 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. Emerging Growth Company The Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s consolidated financial statements with another public company difficult or impossible because of the potential differences in accounting standards used. 8 Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those significant estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates included in these financial statements are the determination of the fair value of the subscription agreements and convertible notes. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Segment Information ASC 280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. 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 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. 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 statements of operations as net income. 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 operating expenses and cash. Operating expenses, inclusive of general and administrative costs, research and development costs and sales and marketing costs, are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to fund operations. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements. The categories of operating expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. Concentration of credit risk Financial 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 (“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. Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. 9 Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the condensed consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Cash and Cash Equivalents The 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 September 30, 2025 or December 31, 2024. Fair Value of Financial Instruments Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels: ● Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2: 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. ● Level 3: Inputs are unobservable for the asset or liability. The 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 period and the creditworthiness of the Company. All of the Company’s debt is carried on the condensed consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. Inventories Inventories 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. There were no impairment charges during the three and nine months ended September 30, 2025. 10 Research and Development Cost The 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. Revenue recognition The 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: (1) 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. (2) 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. (3) 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. (4) Allocate the transaction price to the separate performance obligations: All transaction prices are allocated to the single performance obligation. (5) 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 cost. 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. The 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. Cost of Goods Sold The 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. 11 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax 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”). The Company 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. As 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 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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. The 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. The Company does not anticipate unrecognized tax benefits will be recorded during the next 12 months. Net Loss per share Basic 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. Share-Based Compensation The Company accounts for share-based compensation arrangements granted to employees and vendors in accordance with ASC 718 by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. 12 Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ deficit in its condensed consolidated balance sheets. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the condensed consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements. On 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. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. NOTE 4. RECAPITALIZATION On August 26, 2024, PowerUp Acquisition Corp. (“PowerUp”) entered into an Agreement and Plan of Merger (as amended from time 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. On 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 at Closing. 13 Pursuant 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 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. In 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. 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. On 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. On February 17, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra 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. (a firm that Mr. 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 ). 14 In 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. The Reverse Acquisition was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PowerUp, who is the legal acquirer, was treated as the “acquired” company for financial reporting purposes and Aspire Biopharma, Inc was treated as the accounting acquirer. Aspire Biopharma, Inc has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under the redemption scenarios: ● Aspire 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; ● Aspire Biopharma Inc’s senior management will comprise the senior management of New Aspire; ● the directors nominated by Aspire will represent the majority of the board of directors of New Aspire; ● Aspire Biopharma Inc’s operations will comprise the ongoing operations of New Aspire; and ● New Aspire will assume Aspire’s name. Accordingly, 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 recorded. Operations prior to the Reverse Acquisition will be those of Aspire Biopharma, Inc. Transaction Proceeds Upon 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 $ 811,370 Less: transaction costs, paid ( 545,543 ) Net proceeds from the Reverse Acquisition 265,827 Less: accounts payable, accrued liabilities and other current liabilities combined ( 1,577,057 ) Less: Promissory note fee – related party combined ( 1,000,000 ) Less: Subscription agreement loans combined ( 1,828,098 ) Less: Loan and transfer note payable combined ( 499,214 ) Less: Forward purchase agreement liability combined ( 49,034 ) Add: other, net 85,000 Reverse recapitalization, net $ ( 4,602,576 ) 15 The 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 Reverse Acquisition $ 7,765,144 Less: Redemption of PowerUp Class A common stock - 507,631 Class A common stock of PowerUp 7,257,513 PowerUp Class B common stock, outstanding prior to the Reverse Acquisition - Reverse Acquisition Class A common stock 7,257,513 Issuance of shares related working capital agreements 3,749,984 Aspire Biopharma, Inc Shares 35,000,000 Common Stock immediately after the Reverse Acquisition $ 46,007,497 The number of Aspire Biopharma, Inc shares was determined as follows: SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO Aspire Biopharma, Inc Shares Aspire’s Shares after conversion ratio Common Stock issued to existing Aspire Biopharma, Inc Shareholders $ 531,822,059 $ 33,337,500 Common Stock obligation shares issued — 1,662,500 Number of Shares $ 531,822,059 $ 35,000,000 Public and private placement warrants The 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 ). NOTE 5. RELATED PARTY TRANSACTIONS Loan and transfer agreements In 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. Otherwise, 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. The warrants would be identical to the Private Placement Warrants. 16 On 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. 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. On 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. On 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. On 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. On 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. 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 Acquisition. Subscription Agreements On March 5, 2024, PowerUp entered into four separate Subscription Agreements (each, a “First Subscription Agreement”) with the New Sponsor, Visiox, VKSS Capital, LLC, an affiliate of, and an entity under common control with, the New Sponsor (the “Affiliate”), and four separate investors (each, an “Investor”), whereby the Investors collectively contributed to New Sponsor a total of $ 1,000,000 (the “First Contribution”). The New Sponsor utilized the First Contribution to support PowerUp’s previously 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 Loan”). On May 9, 2024, PowerUp entered into four separate Subscription Agreements (each, a “Second Subscription Agreement”) with the New Sponsor, the Affiliate, and four separate Investors, whereby, the Investors collectively contributed to the New Sponsor a total of $ 500,000 (the “Second Contribution”) and, in turn, the New Sponsor loaned $ 500,000 to PowerUp (the “May Loan”). PowerUp 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. 17 On February 17, 2025, the Company assumed $ 1,500,000 of debt under the First Subscription Second Subscription Agreements. At September 30, 2025, $ 1,500,000 owing under these agreements is included in subscription agreement loan balance on the condensed consolidated balance sheet. Due to affiliate On 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 September 30, 2025, the balance of $ 353,679 is recorded within due to affiliate on the condensed consolidated balance sheet. Promissory Note Fee – related party On 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. Notes payable – related party During the years ended 2024 and 2023, Aspire Biopharma, Inc incurred expenses and costs related to officer and director compensation, rental of office space, reimbursable expenses paid by affiliates and non interest bearing working capital loans. 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 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 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 Notes ). 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. On 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 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”). The note 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. Pursuant to the Settlement Agreement ( See Note 6 - Subscription Agreement Loans ), the note was amended to extend the maturity date to September 10, 2025. 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. 18 On December 30, 2024, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face value of $ 40,625 . The note is due the earlier of September 30, 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 $ 8,125 and was unsecured. 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. On December 31, 2024, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face value of $ 279,878 . The note is due the earlier of September 30, 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 $ 46,646 and were unsecured. 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. On January 22, 2025, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face value of $ 31,250 . The note is due the earlier of October 22, 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 $ 6,250 and were unsecured. 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. On February 13, 2025, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face value of $ 31,250 . The note is due the earlier of November 13, 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 $ 6,250 and were unsecured. 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. The following table reflects the outstanding balances of each note issuance at September 30, 2025 and December 31, 2024. SCHEDULE OF NOTE ISSUANCE Issuance date September 30, 2025 December 31, 2024 September 27, 2024 $ 591,692 $ 920,240 October 2, 2024 0 65,513 December 30, 2024 0 38,569 December 31, 2024 293,872 242,510 Total $ 885,564 $ 1,266,832 At 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. 19 NOTE 6. SUBSCRIPTION AGREEMENT LOANS Blackstone Subscription Agreement On December 18, 2024, and effective December 13, 2024, the PowerUp entered into (i) a subscription agreement (the “Blackstone Subscription Agreement”), (ii) a promissory note (the “Blackstone Note”), and (iii) a registration rights agreement (the “RRA”) with Blackstone Capital Advisors, Inc. (“Blackstone”), an entity controlled by Aspire’s former Director of Investor Relations, Lance Friedman (all transactions contemplated by such agreements, collectively, the “Blackstone Transaction”). Pursuant to the terms of the Blackstone Transaction, Blackstone may loan up to an aggregate principal amount of $ 500,000 to the Company, with an original issue discount of twenty percent ( 20 %). 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 Acquisition. 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 $ 437,474 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. NOTE 7. CONVERTIBLE NOTES Securities Purchase Agreement On February 17, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra Alternative Capital Strategies, LLC, an entity 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, 2025, and Target Capital X LLC (collectively, the “Investors”). Under the Securities Purchase Agreement, the Company issued 20 % original issue discount senior secured convertible debentures (“Convertible Debentures”) in an aggregate principal amount of $ 3,750,000 which includes a 20 % OID. The conversion price per share of each Debenture is equal to 92.5 % of the lowest daily 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 Reverse Acquisition, 2,106,527 of commitment fee shares owing to the Investors under these agreements were transferred by affiliates to the Investors. 20 The Company analyzed for the Securities Purchase Agreement under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedgings” 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. As a result, all debt proceeds received have been recorded using the fair value method of accounting under ASC 825, “Fair Value Measurement”. Pursuant to ASC 825, the Company recorded the fair value of the subscription liability on the condensed consolidated balance sheets using the fair value method. The initial fair value of the subscription liability at issuance was estimated using a Monte Carlo Model. 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. Convertible Notes On 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 19, 2026 . 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. The 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. The 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. In 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. 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 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. 21 For 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 . NOTE 8. REVENUES Net 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. The 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. The 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. The following tables represent net sales disaggregated by revenue source: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months ended September 30, 2025 Nine months ended September 30, 2025 Nutraceutical products $ 1,941 $ 1,941 Total revenues $ 1,941 $ 1,941 The following tables represent net sales disaggregated by geography, based on the customers’ billing addresses. SCHEDULE OF DISAGGREGATION OF NET SALES DISAGGREGATED BY GEOGRAPHY Three Months ended September 30, 2025 Nine months ended September 30, 2025 USA $ 1,901 $ 1,901 Canada 40 40 Total revenues $ 1,941 $ 1,941 22 NOTE 9. COMMITMENTS AND CONTINGENCIES Registration Rights The 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. The Registration Statement was declared effective on May 30, 2025. Equity Line of Credit (“ELOC”) Agreement On February 13, 2025, PowerUp entered into a Purchase Agreement (“ELOC Agreement”) with Arena Business Solutions Global SPC II, Ltd. (“Arena”). Under the 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 ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering the resale of ELOC Commitment Shares (as defined below) and additional shares to be sold to Arena from time to time under the ELOC Agreement. 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 Period”). 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. At close of the Reverse Acquisition, the Company assumed $ 49,034 of forward purchase agreement liability under the ELOC Agreement. For the 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. Instaprin Acquisition On March 28, 2022, the Company closed on an asset purchase agreement (APA) of Instaprin Pharmaceuticals, Inc.’s (“Instaprin”), intangible assets, inclusive of U.S. Patent No. 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 foregoing. 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. NOTE 10. SHAREHOLDERS’ DEFICIT Preferred 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. 23 Common 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. PowerUp Warrants As part of the PowerUp initial public offering (“IPO”), PowerUp issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 11.50 per share (the “Public Warrants”). 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 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. The Public Warrants became exercisable commencing 30 days after the consummation of the Reverse Acquisition. Once the warrants became exercisable, the Company may redeem the warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and ● if, 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. The 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 Reverse Acquisition, subject to certain limited exceptions. The 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. Stock based compensation On 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 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 Reverse Acquisition. In February 2025, 1,662,500 shares of the 35,000,000 Reverse Acquisition shares were issued to the affiliated company under this agreement. The issuance of these shares to the service advisors is subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date. 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 Reverse Acquisition in February 2025 based on the grant date fair value per share. The fair value was determined by applying a 15 % discount for lack of marketability to the market price of the share on date of grant. 24 Aspire Biopharma warrants During the years ended December 31, 2024 and December 31, 2023, on a post-split basis, Aspire Biopharma, Inc issued 44,000,000 at a per share price of $ 0.40 and 7,500,000 warrants at an average per share price of $ 0.13 , respectively. As of December 31, 2024 all warrants issued were fully vested. As of December 31, 2024, there were 91,500,000 warrants outstanding. On January 21, 2025 the 91,500,000 warrants were converted into 91,500,000 shares of Aspire Biopharma Inc. common stock, which, on the Reverse Acquisition date, were subsequently converted into 5,735,717 shares of common stock of the Company. Working capital loan and other share issuance as close of the reverse acquisition Pursuant 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 ). Pursuant 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 ). Pursuant 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. On July 13, 2023, PowerUp entered into an amended Service agreement with a vendor ( the “Amended Service Agreement”). Pursuant to the Service Agreement, the vendor will act as a capital market advisor in exchange for a cash fee and 80,000 common shares. The shares were issued to the vendor on the Closing Date of the reverse acquisition. NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. 25 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring 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. SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs September 30, 2025 Level (Level 1) (Level 2) (Level 3) Liabilities: Convertible Notes 3 $ — $ — $ 995,891 Forward Purchase Agreement liabilities 3 — — 9,901 Derivative liability 3 $ — $ — $ 3,554,265 December 31, 2024 Liabilities: Convertible Notes 3 $ — $ — $ 3,617,508 Loan and Transfer note payable 3 — — 499,214 Forward Purchase Agreement liabilities 3 $ — $ — $ 49,285 Convertible Notes As 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). The Financial Liabilities are valued under a Monte Carlo Model. 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. The key inputs of the models used to value the Company’s convertible notes as of September 30, 2025 were: SCHEDULE OF CONVERTIBLE NOTES Inputs September 30, 2025 Term Remaining - Years 0.68 Share Price $ 0.21 Debt Rate 11.78 % The change in the fair value of the convertible notes measured using Level 3 inputs is summarized as follows: SCHEDULE OF FAIR VALUE OF THE CONVERTIBLE NOTES For the Nine Months ended September 30, 2025 Balance, December 31, 2024 $ — Convertible notes — Fair value at issuance 3,000,000 Paid in kind Interest 193,950 OID amortized 637,606 Repayment of Note ( 3,032,645 ) Change in fair value 196,980 Balance, September 30, 2025 $ 995,891 Convertible notes 995,891 26 Forward purchase agreement liabilities As 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); The 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. The change in the fair value of the forward purchase agreement measured using Level 3 inputs is summarized as follows: SCHEDULE OF FAIR VALUE OF THE FORWARD PURCHASE AGREEMENT Balance, December 31, 2024 $ - Assumed in Reverse Acquisition 49,034 Change in fair value 269 Forward purchase agreement at March 31, 2025 49,303 Change in fair value ( 18 ) Forward purchase agreement at June 30, 2025 49,285 Change in fair value ( 39,384 ) Forward purchase agreement at September 30, 2025 $ 9,901 Derivative liability As 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. At September 30, 2025, the fair value of the derivative of $ 3,554,265 was included in derivative liability on the condensed consolidated balance sheets. The key inputs of the models used to value the Company’s derivative liabilities as of September 30, 2025 were: SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES Inputs September 30, 2025 Term Remaining - Years 0.39 - 0.50 Share Price $ 0.21 - $ 0.47 Risk Free Rate 3.88 % - 4.11 % 27 The change in the fair value of the derivative liability measured using Level 3 inputs is summarized as follows: Summary of Change in Fair Value of Derivative Liability For the nine months ended September 30, 2025 Balance, December 31, 2024 $ - Derivative liability - Initial recognition 4,101,583 Change in fair value ( 547,318 ) Derivative liability at September 30, 2025 $ 3,554,265 Derivative liability 3,554,265 NOTE 12. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The 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. The CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the 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: SCHEDULE OF SEVERAL KEY METRICS INCLUDED IN NET LOSS AND TOTAL ASSETS September 30, 2025 December 31, 2024 Cash $ 1,948,271 $ 3,633 2025 2024 2025 2024 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 Gross profit $ 884 $ - $ 884 $ - Operating expenses ( 1,146,381 ) ( 215,256 ) ( 17,502,751 ) ( 543,149 ) Other expenses, net ( 704,996 ) - ( 2,271,247 ) - Income tax expense - ( 1,013 ) - ( 1,013 ) Net loss $ ( 1,850,493 ) $ ( 216,269 ) $ ( 19,773,114 ) $ ( 544,162 ) Revenue, 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. General 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. All other segment items included in net loss are reported on the condensed consolidated statements of operations and described within their respective disclosures. NOTE 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than disclosed below or within these financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Conversion of Notes In 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. In 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. ELOC Agreement On November 11, 2025, the Company entered into a new Purchase Agreement (the “Second ELOC Agreement”) with Arena Business Solutions Global SPC II, Ltd. (“Arena”). 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. The 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. No 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. 28