What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-04-07 · 1041 added, 244 removed, 15 unchanged (99% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes thereto which are included in “Item 8.

Financial Statements and Supplementary

Data” of this Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including

those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere

in this Report.

were a blank check company incorporated on February 9, 2021 as a Cayman Islands corporation and formed for the purpose of effecting a

merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction (“Business Combination”)

with one or more businesses or entities.

We effectuated our initial Business Combination using cash from the proceeds of our initial

public offering (the “IPO”) and the sale of the private placement warrants, our shares, debt or a combination of cash, equity

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

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

should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2025 and 2024.

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

21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements

on our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks,

uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially

different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“continue,” or the negative of such terms or other similar expressions.

Such statements include, but are not limited to,

possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements

of historical fact included herein.

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

described in our other SEC filings.

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

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

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

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

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

are an early-stage biopharmaceutical and supplements company.

Aspire Biopharma Holdings, Inc.

(the “Company” or “Aspire”)

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

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

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

for known drugs.

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

Strategy and Outlook

expect to generate revenue through developing and marketing drugs and nutraceuticals using the technology for the novel sublingual delivery.

Further, from time to time, we may enter into license or collaboration agreements with other companies that include development funding

and significant upfront and milestone payments and/or royalties, which may become an important source of our revenue.

Accordingly, our

revenue may depend on development funding and the achievement of development and clinical milestones under current and any potential

future license and collaboration agreements and sales of our products, if approved.

We do not currently have any licensing or collaboration

Manufacturing

currently contract with third parties for the manufacture of our product candidates for preclinical studies, clinical trials, and sale,

and intend to do so in the future.

We do not own or operate manufacturing facilities for the production of clinical or commercial quantities

of our product candidates.

We currently have no plans to build our own clinical or commercial scale manufacturing capabilities.

our projected needs for commercial manufacturing, third parties with whom we currently work will need to increase their scale of production

or we will need to secure alternate suppliers.

Although we rely on contract manufacturers, we have personnel with manufacturing experience

to oversee our relationships with contract manufacturers.

entered into a development and manufacturing agreement with a contract manufacturer, Glatt, in the fourth quarter of 2024, under which

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

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

currently has the capabilities to manufacture our aspirin drug product for potential commercial use, however, their current capacity

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

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

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

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

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

of their respective facilities.

We have also entered into a manufacturing agreement with Microsize, a CDMO in Quakertown, PA in January

2026 to manufacture aspirin products for the next round of clinical trials of the high-dose aspirin for myocardial infarction.

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

for the aspirin product.

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

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

product and a single dose of standard oral aspirin.

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

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

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

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

This clinical trial concluded in July, 2025.

We received the final report in September 2025.

The result of the clinical trials

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

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

These results will be the backbone of a 505(b)(2) submission to the FDA planned for late 2026.

Commercialization of Aspirin Products

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

candidates are still in early-stage clinical development.

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

product candidates for which we hope to receive marketing approvals.

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

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

We are also strongly considering the licensing

of the aspirin products and have received inquiries about the availability of that produce for license.

Company has developed and acquired disruptive sublingual delivery technologies that are a patent-pending formulation which address emergencies

and drug efficacy, dosage management, and response time.

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

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

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

by the Company through the Instaprin Pharmaceuticals, Inc.

acquisition (described below).

This technology will facilitate development

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

formulation, and “trade secret” process.

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

which allows for rapid sublingual absorption.

The benefits of “rapid absorption” are to provide rapid treatment impact and

also allows high dose absorption.

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

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

A second patent application was

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

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

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

accepted analgesic and anti-inflammatory drug on the market.

Aspirin is over a century old and is traditionally available in several

forms, including effervescence, powder, capsule, and tablet.

Over 100 years of documented safety and efficacy data is readily available.

Aspirin is the only drug in history to receive a certified recommendation by the FDA for heart attack, stroke and colon cancer.

current aspirin applications are limited due to side effects from acidity.

We expect that our aspirin product will be well positioned

to target the current Opioid Crisis globally due to its ability to have large doses rapidly be absorbed in the bloodstream with no harmful

effects to the gastric system and its mucous membrane, as well as, at full strength with no dilution due to metabolic impact providing

true anti-inflammatory therapeutic effects to users providing true pain management relief to them.

Aspire plans to submit its FDA 505(b)(2)

approval request in 2026 for the prescription strength high dose aspirin product given the history of Aspirin (and over 100 years of

Additionally,

an over-the-counter (“OTC’) FDA Monograph permit would allow for an expedited “go to market” so long as the aspirin product is available as an

“over-the-counter” drug and has a monograph on the safety profile and claims that may be made as authorized by the FDA.

Company must follow the issues within the OTC Monograph and may “go to market” if the Company does follow those requirements.

If the Company’s drug product, claims, warnings and other issues follow the statements in the Monograph, then the product would

be deemed to be “Compliant”.

The Company may decide to sell the aspirin product and be consistent with the Monograph.

the OTC Monograph doesn’t permit the claim “sublingual administration” of the drug, the Company could offer the product

as an oral administration (at first, if it chooses to early-market an OTC product consistent with the monograph) and may discuss with

FDA the value of sublingual administration as an exception to the monograph.

Development Status of Aspire’s Aspirin Product

cGMP batch of high-dose aspirin was manufactured by Glatt in its New Jersey facility in March 2025.

Glatt used this batch to finalize

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

and ended in July 2025, with the final clinical trial study results provided to Aspire on September 5, 2025.

Glatt’s scientific

team will also be conducting the stability testing required by the FDA on this batch to determine product shelf life.

This is in addition

to prior similar initial testing done in 2022 by Glatt which provided important background data on the stability and manufacturing process

for Aspire’s low dose sublingual aspirin product.

Aspire’s new manufacturer, Microsize, is currently conducting tests and

preparing the high-dose product for the next clinical tests.

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

documents, FDA reviews of approved NDAs for other relevant products, Pediatric Research Equity Act requirements, FDA’s trade name

approval requirements, opportunities for accelerated regulatory processes, etc.), (2) a comprehensive summary of relevant safety, efficacy

and pharmacokinetic data to support IRB approvals, IND, and 505(b)(2) NDA approval, (3) a target product profile (including product description,

composition, strength, route of administration, prescription v.

OTC, indications, dosing and claims to differentiate from other aspirin

products), and (4) an integrated product development plan (including plans to support each module of an NDA submission:

CMC, preclinical

safety, human PK, clinical safety, clinical efficacy, timelines, critical path, Gantt chart, etc.).

These reviews were done in preparation

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

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

The final clinical

trial report was received on September 5, 2025.

This clinical trial evaluated pharmacokinetic endpoints including but not limited to

maximum concentrations of aspirin and/or its metabolites in plasma (“Cmax”), time of maximum concentrations (“Tmax”),

and area under the time curve concentrations (“AUC”) following sublingual dosing of two different pharmaceutical formulations

of Aspire’s sublingual aspirin compared to standard oral aspirin.

Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure

of platelet inhibition) was evaluated as a secondary endpoint.

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

pharmaceutical formulation of aspirin and to support filing of an NDA.

This trial was exempt from Investigational New Drug (“IND”) filing

requirements under 21 C.F.R.

320.31(d) because it is a human bioavailability trial of an FDA-approved active ingredient that is not a

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

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

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

The results showed that Aspire’s product entered the bloodstream

faster than conventional aspirin and had a more significant impact on TxB2 than conventional aspirin.

Management believes that both results

are very positive.

receipt and analysis of the clinical trial results, Aspire submitted a pre-IND written request to the FDA on October 31, 2025, to which

the FDA responded positively on November 13, 2025, essentially approving the proposed next clinical trial approximately 32 healthy human

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

to that of standard oral aspirin.

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

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

as secondary endpoints.

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

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

of suspected acute myocardial infarction).

Aspire is hoping to conduct this next trial starting in approximately June 2026.

completion of this additional trial, Aspire would submit a section 505(b)(2) NDA for Aspire’s aspirin product to the FDA seeking

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

Additional clinical trials focused on differentiating

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

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

focused on the antithrombotic and analgesic effects of aspirin.

Development Status of Other Products

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

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

Aspire may, although it is not required to, conduct

a limited pharmacokinetic study using at least eight volunteers, comparing to orally administered melatonin products on the market, in

order to support its claims and labeling.

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

Melatonin is a popular

sleep aid and Aspire has begun exploring licensing possibilities.

The Company has filed for patent protection of its melatonin formulation

in patent application 63/890,248 filed on 9/25/25 (part of the “Omnibus Patent”).

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

The Company has filed

for patent protection of its vitamin products in the Omnibus Patent.

Aspire’s scientists are also developing a working formulation for a sublingual ED (erectile dysfunction) product.

The timeline to market will be similar depending on the speed of formulation, availability of resources, market conditions and other

FDA approval would likely take at least 2-3 years as ED medication is not likely a candidate for fast-track/breakthrough therapy

The Company has filed for patent protection of its ED formulation in the Omnibus Patent.

Aspire has developed a working formula for a single serving sublingual pre-workout supplement as well as a single dose

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

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

Aspire entered

into a manufacturing agreement with Desert Stream, Inc.

(Nephi, UT), a nutrition and supplement manufacture with experience in

caffeine products, through its wholly-owned subsidiary Buzz Bomb Caffeine Company LC.

Aspire and Desert Stream have developed a half

dozen flavors of the product.

Aspire has registered several trademarks that it intends to use with these products and obtained

domain names as well.

Aspire unveiled its caffeine product at two large fitness conventions in the first week of August 2025 and

began selling initial versions of its caffeine products in the third quarter of 2025.

After that product was well-received, Aspire

entered into a manufacturing contract with Supranaturals (Springville, UT) to manufacture 2,000,000 units of its caffeine supplement

which is marketed under the trademark “Buzz Bomb” (see buzzbombcaffeine.com).

The new marketing and labeling of these

2,000,000 units began on January 15, 2026.

Aspire’s scientists have created formulations for anti-nausea products (meclizine and ondansetron), alprazolam, clopidogrel,

microdose nicotine, and semaglutide, and are considering formulations for anti-psychotic products, seizure medication, and several other

classes of drugs, all using our sublingual mode of administration.

We anticipate taking several of these products to market as the research

and development dictates, as well as market conditions and company funding.

Aspire has filed patents protecting several of these products:

nicotine (Omnibus Patent), alprazolam (patent application 63/957,370 filed 1/9/26), meclizine (patent application 63/971,320 filed 1/29/26),

clopidogrel (patent application 63/957,361 filed 1/9/26), and ondansetron (patent application 63/970,377 filed on 1/28/26).

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

While we believe that our sublingual absorption technology, knowledge, experience and scientific resources provide us with

competitive advantages, we face potential competition from many sources, including major pharmaceutical, specialty pharmaceutical and

biotechnology companies, academic institutions and government agencies and public and private research institutions.

Any product candidates

that we successfully develop and commercialize will compete with existing therapies and new therapies that may become available in the

of our competitors, either alone or with their strategic partners, have substantially greater financial, technical and human resources

than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory

approvals of treatments and commercializing those treatments.

These same competitors may invent technology that competes with our product

Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated

among a smaller number of our competitors.

These competitors also compete with us in recruiting and retaining qualified scientific and

management personnel and establishing clinical study sites and subject registration for clinical studies, as well as in acquiring technologies

complementary to, or necessary for, our programs.

Smaller or early-stage companies may also prove to be significant competitors, particularly

through collaborative arrangements with large and established companies.

expect any products that we develop and commercialize to compete on the basis of, among other things, efficacy, safety, convenience of

administration and delivery, price, the level of generic or biosimilar competition and the availability of adequate reimbursement from

government and other third-party payors.

commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective,

have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop.

Our competitors

also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result

in our competitors establishing a strong market position before we are able to enter the market.

In addition, we expect that our products,

if approved, will be priced at a premium over competitive generic products and our ability to compete may be affected in many cases by

insurers or other third-party payors seeking to encourage the use of generic products.

expect that Aspire’s aspirin products will compete with currently approved products, such as Bayer aspirin, Advil and Tylenol,

and, if approved, other product candidates currently under development.

To our knowledge, there are currently no sublingual aspirin products

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

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

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

candidates, including our drugs and supplements using our patent-pending sublingual absorption technology, and other know-how;

without infringing on the proprietary rights of others;

and to prevent others from infringing our proprietary or intellectual property

Our practice is to seek to protect our proprietary and intellectual property position by, among other methods, filing U.S.

international patent applications related to our proprietary drug candidates, inventions and improvements that are important to the development

and implementation of our business.

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

our proprietary and intellectual property position.

patents granted from national/regional phase applications of International Application No.

PCT/US2024/022318 (which claims priority to

Application No.

63/456,290) or applications claiming priority to International Application No.

PCT/US2024/022318 will have a nominal

expiration of March 29, 2044.

The Company further intends to file a PCT application on October 1, 2025, claiming priority to U.S.

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

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

The patent applications cover composition of matter (formulations),

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

patent application Serial No.

62/794,141 expired on January 19, 2020.

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

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

These PCT applications have PCT Application

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

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

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

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

expired patent properties do not describe Aspire’s aspirin formulation technology.

Aspire’s aspirin formulation technology

is covered by pending patent application nos.

PCT/US2024/022318 and 63/702,381, which are Aspire’s primary patent properties.

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

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

Aspire’s Omnibus

Patent to extend its novel intellectual property rights to cover many other classes of drugs and supplements was filed in October 2025,

as set forth above.

In addition, Aspire has file the patents referred to above and intends to file further patents as warranted.

Registration No.

4823125 (granted from Trademark Serial No.

86274378) was cancelled on April 8, 2022, for failure to file maintenance

documents due on March 29, 2022.

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

which was executed one day prior to the filing deadline.

Aspire has filed new trademark application Serial No.

98793226, which covers

the “Instaprin” mark.

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

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

Aspire’s management

had always intended to build upon the acquired intellectual property assets and enhance the patent protections and apply the technology

to new patented products and classes of products.

Aspire has maintained the relationships with the individuals who cultivated the original

science and research.

Aspire has built upon these technologies, research, and relationships to improve and expand upon the previous intellectual

property as reflected in their most recent patent applications.

Recapitalization

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.

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

giving effect to the Reverse Recapitalization, Aspire Biopharma, Inc became a wholly-owned subsidiary of New Aspire.

In accordance with the

terms and subject to the conditions of the Merger Agreement and the Proposed Charter, at Closing Date, the Aspire Biopharma, Inc Stockholders

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

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

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

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

the satisfaction or waiver of the conditions of the 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.

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 Recapitalization (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 $460 per share, after giving effect to the 1 for 40 reverse stock split, 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”).

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

Aspire Common Stock”);

(ii) each issued and outstanding unit of PowerUp that has not been previously separated into the underlying

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

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

right to acquire one share of New Aspire Common Stock at an exercise price of $460 per share, after giving effect to the 1 for 40 reverse stock split, 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 Aspire 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 Recapitalization.

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 Recapitalization, 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 Recapitalization to be automatically

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

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

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

Inc Preferred Stock.

Aspire Biopharma, Inc caused each Aspire Biopharma, Inc.

warrant to be terminated in exchange for shares of Aspire

Common Stock in accordance with the respective warrant agreements associated with each such warrant.

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

In connection with the consummation of the Reverse Recapitalization PowerUp Acquisition Corp.

changed its name to Aspire Biopharma Holdings, Inc.

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

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

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

that was terminated effective February

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

Under the Securities Purchase Agreement, the Company

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

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

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

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

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

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

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

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

per share less than the floor price of $4.00 per share ( See Note 7 - Convertible Notes ).

connection with the Reverse Recapitalization, 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.

Reverse Recapitalization 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:

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

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

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

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

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

Aspire will assume Aspire’s name.

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

for the net assets of PowerUp.

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

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

line of credit Agreement

November 11, 2025, the Company entered into a new Purchase Agreement (the “Second ELOC Agreement”) with Arena Business Solutions

Global SPC II, Ltd.

Under the Second ELOC Agreement, the Company has the right, but not the obligation, to direct

Arena to purchase up to $100,000,000 in shares of the Company’s common stock (the “ELOC Shares”) upon satisfaction

of certain terms and conditions contained in the Second ELOC Agreement, including, without limitation, an effective registration statement

filed with the SEC registering the resale of the ELOC Commitment Fee Shares (as defined below) and additional shares to be sold to Arena

from time to time under the ELOC Agreement.

term of the ELOC Agreement began on November 11, 2025 and ends on the earlier of (i) the first day of the month following the 36-month

anniversary of the execution date, (ii) the date on which the Investor shall have purchased the maximum amount of ELOC Shares, or (iii)

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

In consideration for the Arena’s execution and delivery of the ELOC Agreement, the Company is required to issue

Common Shares to Arena equal to $250,000 divided by the lowest 1-Trading Day VWAP of the Common Shares of the five (5) Trading

Days immediately preceding the effectiveness of the initial registration statement (the “Commitment Fee Shares”), plus $25,000

in Common shares for fees associated with the prior ELOC Agreement with the Company, based on a price equal to the lowest 1-Trading

Day VWAP of the Common Shares of the five (5) Trading Days immediately preceding the date of execution and delivery of this Agreement.

Common Shares have been issued to Arena under the Second ELOC Agreement after the balance sheet date through the date that the financial

statements were issued.

Second ELOC Agreement replaces the ELOC Agreement described in Note 9.

Purchase Agreement

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.

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

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

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

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

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

The conversion price per share

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

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

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

that no conversion may be at a price per share less than the floor price of $4.00 per share.

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

aggregate principal amount of $3,750,000 (the “Closing Debentures”).

The Closing Debentures were sold to the Investors for

a purchase price of $3,000,000, representing an original issue discount of twenty percent (20%).

The Company may issue additional Debentures

under the terms of the Securities Purchase Agreement if the Requisite Holders agree.

Any such additional closings would be in such amounts

as the Company and the Requisite Holders mutually agree upon and would be subject to substantially the same closing conditions as the

Closing Debentures.

consideration for the Investors’ consummation of the SPA Closing, concurrently with the SPA Closing, each Investor received a pro

rata portion of 52,663 shares of common stock after giving effect to the 1-for-40 reverse stock split (“SPA Commitment Shares”),

of which 25,000 were freely tradable, subject to a leak out agreement (the “Leak Out Agreement”) whereby each Investor’s

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

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

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

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

February 19, 2026.

The Notes have a 20% original issue discount which is included in the aggregate principal amount of $9,687,500

and do not bear an interest rate.

Of the $7,750,000 total funding under the Securities Purchase Agreement, $4,500,000 was funded on

August 19, 2025 (the “first Tranche”), $1,000,000 was funded on September 22, 2025 (the “Second Tranche”),

and the balance of $2,250,000 (the “Third Tranche”) was funded on September 30, 2025.

The Notes are convertible into up

to an aggregate of 3,679,436 Common Stock (the “ Conversion Shares”) after giving effect to the 1-for-40 reverse stock

split, subject to certain conditions.

The Company incurred debt issuance costs of $907,500 which is capitalized and amortized over

the term on the Notes.

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

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

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

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

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

The conversion price means the greater of (i)

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

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

The Floor Price means 20% of the average closing price of our Common Stock

for the five days prior to the Closing Date.

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

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

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

The Note Blocker may be raised or lowered to any other percentage

not in excess of 9.99% at the option of the applicable Purchaser of Notes, except that any raise will only be effective upon 61-days’

prior notice to us.

connection with the Purchase Agreement, the Company entered into a registration rights agreement, dated as of August 19, 2025 (the “Registration

Rights Agreement”), pursuant to which the Company agreed to file the initial resale registration statement by no later than September

18, 2025, to register the resale of the Common Stock underlying the Notes.

The resale registration statement became effective on September

October 2025 and November 2025, a total value of $9,523,683 of convertible notes were converted into 2,219,932 shares of common stock

of the Company after giving effect to the 1-for-40 reverse stock split.

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

compliance deficiency under the Nasdaq Listing Rules.

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

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

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

The deficiency

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

Under Nasdaq Listing

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

order to do so, the Company was required to achieve and maintain an MVLS of at least $50,000,000 or more for a minimum of 10 consecutive

business days (Nasdaq may monitor the MVLS compliance for up to 10 consecutive business days).

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

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

for continued listing on The Nasdaq Global Market.

Company did not regain compliance with the MVLS Rule or the Bid Price Rule within the relevant compliance periods.

Accordingly, on October

15, 2025, (the “October Letter”) the Staff notified the Company that its securities were subject to delisting from Nasdaq

unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”).

Both items of noncompliance

serve as an independent basis for delisting the Company’s securities from Nasdaq.

Company retained an advisor and requested a hearing before the Panel and held the hearing.

At the hearing, the Company was granted until

February 17, 2026, to regain compliance with the two deficiencies.

On February 3, 2026, the Company was notified that it had regained

compliance with the Bid Price Rule.

As a result of the Preferred Stock Offering, the Company believes that it exceeds the $2,500,000

stockholders’ equity rule and is waiting for confirmation that it meets the stockholders’ equity rule.

February 18, 2026, the Company was notified that it has regained compliance with Listing Rule 5450(b)(2)(A), the “MVLS Rule,”

and is in full compliance with the terms set forth in the Panel’s (“Panel”) decision dated December 11, 2025

Notices and Settlement Agreement

April 1, 2025, the Company received two default notices, first citing failure to timely file the Company’s Form 10-K by March 31,

2025 and for late filing of the Form S-1, as required by Blackstone Subscription Agreement discussed in Note 6, and second citing a cross

default to the Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra Alternative Capital Strategies,

LLC as described in Note 7, both entities controlled by the Company’s former Director of Investor Relations, Lance Friedman, which

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

that was terminated effective February 17,

The Company maintains that it was not in default at any time since the Company filed Form NT 10-K and the required filings were

made within the automatic extension period.

April 24, 2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with Cobra Alternative Capital

Strategies LLC, Blackstone Capital Advisors, Inc., and their affiliates (collectively, the “Lenders”) to resolve all matters

related to previously issued notices of default and to amend certain outstanding loan agreements.

Pursuant to the Agreement, the Lenders

withdrew and cancelled all prior notices of default and acceleration previously delivered to the Company on April 1, 2025.

previous defaults under the Company’s loan agreements were deemed cured, and all previous accelerations of payment were rendered

null and void.

The Company maintains that it was not in default at any time.

Additionally, the Agreement provides for an extension of

the maturity dates of key promissory notes by seventy-five (75) days, extending the earliest maturity date to August 15, 2025, and amending

additional notes to extend their maturity dates to September 10, 2025.

connection with the Agreement, the Company agreed to issue 15,625 shares of common stock after giving effect to the 1 for 40 reverse

stock split to Blackstone Capital Advisors, Inc.

and to register those shares, along with certain other restricted securities, through

the filing of a registration statement on Form S-1 no later than May 13, 2025.

The Company also agreed to remove lock-up restrictions

on certain shares held by Cobra Alternative Capital Strategies LLC, Blackstone Capital Advisors, Inc., and Thor Special Situations LLC,

enabling such shares to be made eligible for transfer to the Direct Registration System.

The Lenders also agreed to enter into lock-up/leak-out

agreements governing the sale of Company shares through August 20, 2025, with sale limitations tied to the Company’s daily trading

volume, as detailed in the Agreement.

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

continues to serve as Chairman of the Board of Directors.

On June 10, 2025, the Board of Directors appointed Michael Howe, who was

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

Howe continued to serve as a Director on the

Board until his resignation.

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

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

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

The Company is currently undergoing a

search for a permanent CEO with appropriate experience.

January 7, 2026, Surendra Ajjarapu, a Director of the Company, notified the board of directors of his intention to step down from the

role of Director, effective immediately.

Ajjarapu’s decision to resign is not due to any disagreement with the Company, the

Board of Directors, or any member of the Company’s management.

February 6, 2026, Donald G.

Fell resigned from the Company’s board of directors.

Fell’s decision to resign is not due

to any disagreement with the Company, the Board of Directors, or any member of the Company’s management.

connection with this transition, Philip Balatsos has been appointed to fill one of the vacancies

on the Board of Directors left by the aforementioned resignations.

Philip Balatsos is a Senior financial markets executive with experience

in foreign exchange and emerging market sales and trading.

He has a proven track record of driving revenue growth, expanding institutional

client relationships, and building businesses across global markets.

His experience spans bulge-bracket banks, international financial

institutions, entrepreneurial ventures, and public company boards.

He presently holds a senior position at Oscar Gruss & Son Inc.

in foreign exchange sales and trading.

He previously served as vice president of foreign exchange and emerging markets rates sales and

trading at XP Investments US LLC and was the director of foreign exchange hedge fund sales at Barclays Capital.

He currently serves on

the Board of Directors of Ciso Global, Inc.

and Inspire Veterinary Partners, Inc.

IVPR), and served on the Board of Directors

of Sadot Group Inc.

from October 2019 through December 2023.

He earned his Bachelor of Science in business administration from Skidmore

January 1, 2026, the Company entered into Exchange Agreements (the “Exchange Agreements”) with certain holders of the Company’s

debt (the “Holders”) to exchange approximately $1.75 million in debt for shares (the “Exchange Shares’) of the

Company’s common stock (the “Exchange”) (See Note 5).

The debt was incurred by the Company’s predecessor, PowerUp

Acquisition Corp.

(“PowerUp”) pursuant to subscription agreements dated March 4, 2024, and May 9, 2024.

The Holders were

Sponsors of PowerUp’s initial public offering.

to the Exchange Agreements, the Holders may, in their discretion, submit a notice of exchange setting forth the Exchange Amount, the

Exchange Shares, and the applicable Exchange Price (as those terms are defined in the Exchange Agreements).

Within one business day of

receipt of an Exchange Notice, the Company will issue to such holder the number of Exchange Shares equal to the Exchange Amount divided

by the Exchange Price, and such Exchange Amount shall be deducted from the Outstanding Balance (as that term is defined in the Exchange

Agreements) owed to such Holder.

The Exchange Price is equal to the closing price of the Company’s Common Stock on the Trading

Day immediately prior to any Exchange Notice less one cent ($0.01) which shall be deemed an administrative fee to cover the costs of

depositing the Exchange Shares.

Each Holder may submit up to four (4) Exchange Notices, but each Exchange Notice may not exchange more

than thirty percent (30%) of the applicable Holder’s Outstanding Balance.

Each Holder must submit all Exchange Notices it determines

to submit pursuant to the terms of the Exchange Agreements by no later than January 31, 2026, subject to certain reasonable exceptions.

The Exchange Shares shall be delivered to the Holders as freely tradeable, free and clear of any transfer restrictions, and without any

restrictive legends.

addition, upon a financing in excess of $3,000,000 (a “Financing”), the Company may repay part or all of any Holder’s

Outstanding Balance.

Upon a Financing, a Holder may elect to receive cash proceeds from any Financing in an amount equal to twenty five

percent (25%) of such Holder’s Outstanding Balance, to be applied to such Holder’s Outstanding Balance.

If a Holder elects

to require any part of its Outstanding Balance to be repaid from the proceeds of a Financing, it can elect to receive up to 33.33% of

the aggregate proceeds of such Financing.

January 2026, pursuant to the Exchange Agreements, the Subscription Agreement Loan balances along with applicable interest were converted

into 393,638 shares of ordinary stock of the Company after giving effect to the 1-for-40 reverse stock split.

Stock Incentive Plan and Approval of Equity Award Agreements

January 8, 2026, the Board of Directors (the “Board”) of Aspire Biopharma Holdings, Inc.

(the “Company”)

confirmed certain terms of the 2024 Stock Incentive Plan (the “Plan”), which was approved by the Company’s

stockholders at an extraordinary general meeting of stockholders held on February 4, 2025 (the “Meeting”), by

determining the share limit numbers of 122,250 after giving effect to the 1-for-40 reverse stock split, to be included in the Plan

in accordance with the terms of the Plan and the Proxy Statement for the Meeting (the “Proxy Statement”).

permits the Company to grant various incentive awards to eligible employees, directors, and consultants, with the goal of

attracting, retaining and motivating persons who make (or are expected to make) important contributions to the Company by providing

these individuals with equity ownership opportunities and to align their interests and efforts to the long-term interests of the

Company’s stockholders.

January 8, 2026, the Board also approved and adopted forms of award agreements with respect to grants of restricted stock units(“RSUs”)

and stock options (“Options”) under the Plan, to be used for grants of equity awards to the Company’s executive officers,

directors and other employees (the “Award Agreements”).

Each RSU represents the right to receive a share (a “Share”)

of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the RSU becoming vested, subject

to continued employment through the applicable vesting date.

Each Option represents the right to purchase a Share at a predetermined

exercise price, subject to continued employment through the applicable vesting date.

January 16, 2026, the Company effected a 1-for-40 reverse stock split.

The authorized shares and par value per share of common stock

were unchanged by the reverse stock split.

2026 Securities Purchase Agreement

January 26, 2026, Aspire Biopharma Holdings, Inc.

(the “Company”), entered into a Securities Purchase Agreement (the “Securities

Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers

certain debentures in an aggregate principal amount of $2,173,913 for a subscription price of $2,000,000 (the “Debentures”)

with a maturity date of April 23, 2026.

The Notes have an 8% original issue discount and do not bear any annual interest.

The Debentures

are due the sooner of (i) 90 days, or (ii) upon the Company’s receipt of gross proceeds of at least $8,000,000 in any equity or

debt financing.

The Company shall have the option to prepay this Debenture(s) at any time after the Original Issue Date at an amount

equal to the Principal Amount.

The Company shall provide Holder(s) with ten (10) Business Days’ prior written notice of intention

to satisfy the Debentures, whether at maturity, by prepayment, or in default.

The Debentures are not convertible into common stock.

connection with the financing the Purchasers received an aggregate of 790,000 Shares of the Company’s common stock as incentive

A Preferred Stock

to the terms of the Securities Purchase Agreement, on February 2, 2026, the Company filed the Certificate of Designation with the Delaware

Secretary of State designating 25,000 shares of its authorized and unissued preferred stock as Series A Convertible Preferred Stock.

The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Preferred Stock.

Terms not otherwise

defined in this item shall have the meanings given in the Certificate of Designation.

following is a summary of the terms of the Preferred Stock:

Pursuant to the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the “Certificate

of Designation”), each share of Preferred Stock, subject to the Stockholder Approval (as defined in the Certificate of Designation),

is convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price

of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation)for each of

the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or

other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate

of Designation (the “Conversion Price”).

The floor price is equal to 20% of the Minimum Price (as such term is defined by

the rules and regulations of the Nasdaq Stock Market LLC, Rule 5635(d)(1)(A)) (or such lower amount as permitted, from time to time,

by the Principal Market (the “Floor Price”).

The number of shares of Common Stock issuable upon conversion of a share of

Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the Conversion Price.

shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price,

subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more

than 4.99% (the “Maximum Percentage”) of the shares of Common Stock that would be issued and outstanding following such

An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any

other percentage not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the

sixty-first(61st) day after such notice is delivered to the Company, provided further that a holder shall not convert any Preferred

Stock to the extent that, after giving effect to such conversion, the aggregate number of shares of Common Stock issued or issuable

upon conversion of the Preferred Stock would exceed 19.99% of the issued and outstanding shares of the Company’s Common Stock

unless and until the Company has obtained the shareholder approval required by Nasdaq Listing Rule 5636(d).

The Series A shall rank (i) senior to all of the Common Stock;

(ii) senior to any class or series of capital stock of the Corporation

hereafter created specifically ranking by its terms junior to any Series A (“Junior Securities”);

(iii) on parity with any

class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Preferred Stock (“Parity

Securities”);

and (iv) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking

by its terms senior to any Series A (“Senior Securities”), in each case, as to dividends or distributions of assets upon

liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily.

Subject to any superior liquidation

rights of the holders of any Senior Securities of the Corporation and the rights of the Corporation’s existing and future creditors,

upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), each

Holder shall be entitled to be paid out of the assets of the Corporation legally available for distribution to stockholders, prior and

in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock and Junior

Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to the Stated Value for each share

of Series A held by such Holder and an amount equal to any accrued and unpaid dividends thereon, and thereafter the Holders shall be

entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would

receive if the Series A were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which

amounts shall be paid pari passu with all holders of Common Stock.

The Corporation shall mail written notice of any such Liquidation,

not less than sixty (60) days prior to the payment date stated therein, to each Holder.

Except for any Exempt Issuance, in the event the Corporation issues or sells any securities including Options or Convertible

Securities (or amends any outstanding securities of the Company), at an effective price of, or with an exercise or conversion price of

less than the Conversion Price, then upon such issuance or sale, the Conversion Price shall be reduced to the lesser of (i) the Floor

or (ii) the sale price or the exercise or conversion price of the securities issued or sold.

In case any shares of Common Stock,

Convertible Securities or Options are issued in connection with the issue or sale of other securities of the Company, together comprising

one integrated transaction, each share of Common Stock underlying any such Convertible Securities or Options shall be deemed to be one

additional share of Common Stock for the purposes of determining the effective price of the non-Exempt Issuance.

Participation

Subject to certain terms and conditions in the Certificate of Designation, until the six (6) month anniversary of the issuance

of the Series A to the Holder, upon any Subsequent Financing, the Holders of the outstanding Series A shall have the right to participate

in an amount equal to an aggregate of 30% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent

2026 Securities Purchase Agreement

February 6, 2026, Aspire Biopharma Holdings, Inc.

(the “Company”) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue

and sell, in a private placement (the “Offering”), up to 25,000 shares (the “Shares”) of the Company’s

newly-designated Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), which Preferred

Stock is convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) as

more fully described in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the “Certificate

of Designation”).

to the Certificate of Designation on February 6, 2026, subject to Stockholder Approval (as defined below), each share of Preferred Stock

is convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price

of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation) for each of

the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or

other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate

of Designation (the “Conversion Price”).The floor price is equal to 20% of the Minimum Price (as such term is defined by

the rules and regulations of The Nasdaq Stock Market LLC under Nasdaq Listing Rule 5635(d)(1)(A)) or such lower amount as permitted,

from time to time, by the Principal Market (the “Floor Price”).

The number of shares of Common Stock issuable upon conversion

of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the

Conversion Price.

shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject

to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99%

of the shares of Common Stock that would be issued and outstanding following such conversion (the “Maximum Percentage”).

An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage

not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after

such notice is delivered to the Company, provided further that a holder shall not convert any Preferred Stock to the extent that, after

giving effect to such conversion, the aggregate number of shares of Common Stock issued or issuable upon conversion of the Preferred

Stock would exceed 19.99% of the issued and outstanding shares of the Company’s Common Stock unless and until the Company has obtained

the shareholder approval required by Nasdaq Listing Rule 5636(d) (“Shareholder Approval”).

to the Securities Purchase Agreement, the Company closed on an aggregate of 13,750 Shares resulting in gross proceeds of $11,000,000

including the conversion of $943,801 in existing debt into Shares on the same terms, before deducting fees to be paid to the placement

agents and financial advisors of the Company and other estimated offering expenses payable by the Company.

Capital Partners, LLC acted as placement agent for the Offering.

As compensation in connection with the Offering, the Company paid the

placement agent a placement agent fee equal to $900,000.

initial closing of the issuance of Preferred Stock occurred on or February 6, 2025 (the “Initial Closing”).

At the Initial

Closing, the Company issued 13,750 Shares of Preferred Stock for aggregate gross proceeds of $11,000,000 million, which included $943,801

of debt that converted into Preferred Shares on the same terms.

Subject to the satisfaction or waiver of certain conditions set forth

in the Purchase Agreement, a second closing may take place, pursuant to which the Company may issue up to 12,500 additional Shares of

Preferred Stock for aggregate proceeds not to exceed $10,000,000 (the “Second Closing”).

The Second Closing is contingent

on the effectiveness of the registration statement to register the shares of Common Stock issuable upon conversion of the Shares and

receipt of Shareholder Approval.

connection with the Offering, the Company will file a proxy statement with the United States Securities and Exchange Commission (the

“Commission”) seeking the approval of its stockholders for (i) the transactions contemplated by the Securities Purchase Agreement,

(ii) the issuance of the Preferred Stock and the Common Stock issuable upon the conversion of the Preferred Stock, (iii) a reverse stock

split of the Company’s Common Stock at a range of one for five (1-for-5) to a maximum of one for five hundred (1-for-500) shares,

whether effected in a single transaction or in multiple transactions, and all related amendments to the Company’s certificate of

incorporation, and (iv) an amendment to the Company’s certificate of incorporation to effect an increase in the Company’s

authorized shares to the extent required to issue the securities.

Pursuant to the Securities Purchase Agreement, the Company shall file

the proxy statement within ten (10) business days after the initial closing.

addition, the Company and each Investor entered into a registration rights agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, within fifteen (15) days following the Initial Closing, the Company shall file a resale

registration statement on Form S-1 (or Form S-3 if the Company is S-3 eligible) providing for the resale by the Investors of the Registrable

Securities (as defined in the Registration Rights Agreement) and to use its best efforts to cause such resale registration statement

to be declared effective by the staff of the Commission within forty five (45) days following the Initial Closing, or within sixty five

(65) days in the event of a review by the Commission.

to the Securities Purchase Agreement, the Investors have the right to appoint one (1) director to our Board of Directors.

The Securities

Purchase Agreement and Registration Rights Agreement contain certain representations and warranties, covenants and indemnities customary

for similar transactions.

The representations, warranties and covenants contained in the Securities Purchase Agreement and Registration

Rights Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement and Registration Rights Agreement

and may be subject to limitations agreed upon by the contracting parties.

Financial Definitions/Components of Results

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

classify our operating expenses into the following categories:

and administrative expenses.

General and administrative expenses consist primarily of

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

These expenses also

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

and other professional fees.

and development expenses.

Research and development expenses include internal personnel

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

and marketing expenses.

Sales and marketing expenses consist primarily of business development

professional fees, advertising and marketing costs.

Accounting Estimates

discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which

are prepared in conformity with accounting principles generally accepted in the United States of America.

The preparation of these financial

statements requires us to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the information

These estimates and assumptions can be subjective and complex and may affect the reported amounts of assets and liabilities,

revenues, and expenses reported in those financial statements.

As a result, actual results could differ from such estimates and assumptions.

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

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

1 to this Annual Report on Form 10-K, we believe that the following accounting policies were most critical to the judgments and estimates

used in the preparation of our consolidated financial statements.

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

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.

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.

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

When evaluating the Company’s performance and

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

cash equivalents.

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

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.

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.

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.

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 consolidated statements of operations in the period of change.

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

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.

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 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.

a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the consolidated balance sheets

as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other nonoperating

losses (gains) in the 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 consolidated balance

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

Company recognizes revenue in accordance with ASC 606.

The core principle of the guidance in ASC 606 is that an entity should

recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to

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

To achieve the core principle, the Company applied

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

Identify the contracts or agreements with a customer:

The Company sells pharmaceutical products directly to customers from its

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

Orders placed by customers constitute

the Company’s contracts with customers.

Identifying the performance obligations in the contract or agreement:

The contract with the customer contains a single performance

the sale of the product.

Determine the transaction price:

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

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

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

Allocate the transaction price to the separate performance obligations:

All transaction prices are allocated to the single performance

Recognize revenue as each performance obligation is satisfied:

This performance obligation is satisfied when control of the product

is transferred to the customer, which generally occurs upon shipment.

The Company receives orders for products to be delivered over multiple

dates that may extend across reporting periods.

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

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

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

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

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

Accounting Pronouncements

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

Notes to Financial Statements contained elsewhere in this Annual Report on Form 10-K.

of Operations

of December 31, 2024, the Company had not commenced any operations.

From February 9, 2021 (inception) until the Company’s initial

public offering on February 23, 2022, the Company’s entire activity was in preparation for an initial public offering, and following

the Company’s IPO through December 31, 2024, the Company’s entire activity has been limited to the search for a prospective

initial Business Combination.

We will not generate any operating revenues until after completion of our initial Business Combination

at the earliest.

We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as expenses for due diligence efforts.

Our operating expenses consist of general and administrative expenses necessary

to operate and maintain the Company as we pursue one or more Business Combinations.

the year ended December 31, 2024, we had a net loss of $12,537,472, which consisted of other expenses of $9,105,853, operating expenses

of $3,088,671 and interest expense on debt discount of $891,624, offset by Interest earned on investments held in Trust Account of $548,676.

the year ended December 31, 2023, we had a net income of $4,464,079, which consisted of operating expenses of $1,340,168 and interest

expense on debt discount of $8,966, offset by interest income of $5,813,213.

following tables set forth the results of our operations for the periods presented, as well as the changes between periods.

The period-to-period

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

Ended December 31, 2025 and 2024

following table sets forth the Company’s consolidated statements of operations data for the years ended December 31, 2025 and 2024:

Cost of revenue

Operating expenses

General and administrative

Research and development

Sales and marketing

Loss from operations

(19,351,291 )

$ (18,140,420 )

Other income (expenses):

Interest Expense

$ (8,433,287 )

Change in fair value of liabilities

Initial recognition of forward purchase liabilitiy

Loss on extinguishment of debt

Other expense, net

$ (5,129,557 )

$ (5,031,569 )

Loss before income taxes

(24,480,848 )

(23,171,989 )

Income Tax Expense

$ (24,480,848 )

$ (1,309,872 )

$ (23,170,976 )

Company commenced sale of products during the year ended December 31, 2025.

For the year ended December 31, 2025, total revenue was $6,202

and total cost of revenue was $6,318.

and Administrative

and administrative expenses for the year ended December 31, 2025 was $17,637,432 as compared to $940,421 for the year ended December

The $16,697,011 increase in general and administrative reflects increases in professional services such as legal,

consulting, stock-based compensation and accounting.

Aspire expects that its general and administrative expenses will increase in

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

exchange listed public company.

and Development

and development expenses for the year ended December 31, 2025 was $923,914 as compared to $144,356 for the year ended December 31,

The $779,558 increase in research and development reflects increases in personnel and supplies related costs as the Company continues

to develop its products.

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

the expected growth of its business.

and Marketing

and marketing for the year ended December 31, 2025 was $789,829 as compared to $126,094 for the year ended December 31, 2024.

$663,735 increase in sales and marketing reflects increases in marketing such as investor awareness costs and product sampling as the

Company continues to develop its products.

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

with the expected growth of its business.

expense of $8,531,275 for the year ended December 31, 2025 is a result of the accrual of interest on the convertible notes, subscription

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

in fair value of liabilities

in fair value of liabilities of $3,860,889 for the year ended December 31, 2025 is a result of change in fair value of subscription

loan agreements, convertible notes, forward purchase agreement liability and derivative liability.

recognition of forward purchase liability

For the year ended December 31, 2025, the Company recorded $95,062 initial

recognition of the fair value of forward purchase liability related to the ELOC agreement.

on extinguishment of debt

the year ended December 31, 2025, the Company recorded a $364,109 loss on extinguishment of debt resulting from the amendment

to the Blackstone Note.

and Capital Resources

the consummation of the IPO, our only source of liquidity was an initial purchase of Founder Shares by the Original Sponsor and loans

from the Original Sponsor.

February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units”) with respect to the ordinary shares included

in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $250,000,000.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 9,138,333 private placement warrants (“Private Placement Warrants”)

at a price of $1.50 per Private Placement Warrant in a private placement to the Original Sponsor generating gross proceeds of $13,707,500.

Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving

notice of the underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating

additional gross proceeds of $37,500,000.

Simultaneously with the exercise of the overallotment, the Company consummated the private

placement of an additional 625,000 Private Placement Warrants to the Original Sponsor, generating gross proceeds of $937,500.

the year ended December 31, 2024, net cash used in operating activities was $11,160,534, net cash provided by investing activities was

$13,781,323 and net cash used in financing activities was $2,620,789.

the year ended December 31, 2023, net cash used in operating activities was $653,107, net cash provided by investing activities was $284,916,127

and net cash used in financing activities was $284,760,279.

of December 31, 2024, the Company had $0 in its operating bank account, $6,668,522 in securities held in the Trust Account to be used

for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $15,570,205.

As of December 31, 2024, $548,676 of the amount in the Trust Account is represented as interest earned on investments held in the Trust

the consummation of a Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective

acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target

business to acquire, and structuring, negotiating and consummating the Business Combination with Aspire.

The Company completed its Business

Combination on February 17, 2025 with Aspire, and has raised sufficient capital for its operations.

Party Transactions

February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares, par value $0.0001

(“Class B ordinary shares”) for an aggregate price of $25,000, and on December 18, 2021, the Original Sponsor surrendered

2,156,250 Class B ordinary shares, so that the Original Sponsor owned an aggregate of 6,468,750 Class B ordinary shares.

11, 2022, the Company effected a 1.11111111-for-1.0 share dividend of its Class B ordinary shares, so that the Original Sponsor owned

an aggregate of 7,187,500 Founder Shares.

The share dividend was retroactively restated.

Since the underwriters’ exercised their

overallotment option in full upon IPO, none of the Founder Shares were forfeited.

Founder Shares are subject to certain transfer restrictions, as described below.

Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the

earlier to occur of:

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business

Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits,

share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital

share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their

Class A ordinary shares for cash, securities or other property.

August 18, 2023, the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private

placement warrants for an aggregate purchase price of $1.00, payable at the time of the initial Business Combination.

February 23, 2022, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option

in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at

a price of $1.50 per Private Placement Warrant, generating gross proceeds of $14,645,000.

Each whole Private Placement Warrant is exercisable

for one whole Class A ordinary share at a price of $11.50 per share.

A portion of the proceeds from the Private Placement Warrants was

added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the

Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable

on a cashless basis.

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

certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the

proceeds of the Trust Account released to the Company.

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

the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the

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

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity

at a price of $1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2024 and 2023,

$449,214 and $0 in Working Capital Loans were outstanding, respectively.

December 21, 2023, the Company 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 the Company.

As of December 31, 2024 and 2023, there was $250,000 and $155,848 in borrowings under the agreement, respectively.

The debt discount

is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the

Company’s expected Business Combination date at the time of each draw.

The remaining balance of the debt discount as of December

31, 2024 and 2023 amounted to $0 and $143,464, respectively.

During the year ended December 31, 2024 and 2023, the Company recorded $0 and

$8,966, respectively, of interest expense related to the amortization of the debt discount.

January 9, 2024, the Company 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.

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

pursuant to which Sheth loaned an aggregate of $150,000 to the New Sponsor and the New Sponsor loaned $150,000 to the Company.

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.

As of December 31, 2024, there was $465,722 in aggregate borrowings under

the Loan and Transfer Agreements with Apogee and Sheth.

The debt discount is being amortized to interest expense as a non-cash charge

over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date at the

time of each draw.

The remaining balance of the debt discount as of December 31, 2024 amounted to $33,492.

During the year ended December

31, 2024, the Company recorded $425,436 of interest expense related to the amortization of the debt discount.

Administrative

agreed, commencing on the effective date of the IPO through the earlier of our consummation of a Business Combination or our liquidation,

to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.

year ended December 31, 2024 and 2023, the Company has incurred $120,000 and $120,000, respectively, of expenses under this arrangement.

Underwriting Fees

underwriters were paid a cash underwriting discount of $0.20 per unit, or $5,000,000 in the aggregate at the closing of the IPO.

underwriters agreed to defer the cash underwriting discount of $0.20 per share related to the over-allotment to be paid at Business Combination

($750,000 in the aggregate).

In addition, the underwriters were entitled to a deferred underwriting commissions of $0.35 per unit, or

$10,062,500 from the closing of the IPO.

The total deferred fee was $10,812,500 consisting of the $10,062,500 deferred portion and the

$750,000 cash discount agreed to be deferred until Business Combination.

The deferred fee was to become payable to the underwriters from

the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting

June 28, 2023, the underwriters agreed to waive their entitlements to the deferred underwriting commissions of $10,812,500 pursuant to

the underwriting agreement for the IPO (the “Underwriting Agreement”).

As a result, $10,812,500 was recorded to additional

paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying consolidated financial statements

(see Note 6 to the consolidated financial statements contained elsewhere in this Quarterly Report).

of December 31, 2024 and 2023, $358,939 and $238,939, respectively, has been accrued and shown as ‘Due to affiliate’ in the

accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

is due to New Sponsor and will be repaid as soon as practical from the Company’s operating account.

The Company’s primary sources of liquidity have

been cash from financing activities.

For the year ended December 31, 2025, net loss was $24,480,848.

The Company had an accumulated deficit

of $27,258,081 as of December 31, 2025.

As of December 31, 2025, working capital deficit was $6,280,667 and cash was $1,003,904.

In February 2025, the Company received proceeds of

approximately $265,827 as a result of the Reverse Recapitalization.

Immediately after the consummation of the Reverse Recapitalization,

the Company received $3,000,000 from the issuance of convertible notes and an additional net cash proceeds of $2,661,459 after partial

repayment of the convertible notes and deal costs pursuant to the August 19, 2025 Securities Purchase Agreement.

In February 2026, the

Company entered into a Securities Purchase Agreement (See Note 14) pursuant to which it received net payout of approximately $6,777,206

after repayment of the remaining convertible notes and deal costs under the first tranche for purchases of convertible preferred stock.

The Company also entered into an ELOC agreement in November 2025, pursuant to which it can sell up to $100 million in common stock over

The Company’s future capital requirements will

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

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

While there can be no assurances,

the Company intends to raise such capital through issuances of additional equity under new and existing agreements.

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 consolidated financial statements are available to be issued.

These 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.

flows for the Years ended December 31, 2025 and 2024

following table summarizes the Company’s cash flows from operating and financing activities for the years ended December 31, 2025

Net cash used in operating activities

$ (4,923,488 )

Net cash provided by financing activities

Cash Used in Operating Activities

cash used in operating activities was $4,923,488 during the year ended December 31, 2025 compared to net cash used in operating activities

of $265,186 during the year ended December 31, 2024.

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

partially offset by an increase in accrued expenses.

Cash provided by Financing Activities

the year ended December 31, 2025, net cash provided by financing activities was $5,923,759 compared to net cash flow from financing activities

of $257,645 during the year ended December 31, 2024.

The period-to-period change was primarily due to higher proceeds from the issuance

of Aspire’s common stock related to private placements prior to the Reverse Recapitalization, and the issuance of convertible notes,

partially offset by the repayment of convertible notes and subscription agreement loan.

Sheet Financing Arrangements

5 unchanged sentences

or purchased any non-financial assets.

Accounting Policies

preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging

The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480,

meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification

under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders

could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions

for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance

and as of each subsequent quarterly period end date while the instruments are outstanding.

The Company determined, upon further review

of the warrant agreement, that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for

equity accounting treatment.

shares Subject to Possible Redemption

account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption

rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

our control) is classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain

future events.

Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’

deficit section of our balance sheets.

(Loss) Income Per Share of Ordinary shares

apply the two-class method in calculating earnings per share.

Net income per share of the Class A shares, basic and diluted is calculated

by dividing the interest income earned on the Trust Account by the weighted average number of shares of Class A ordinary shares outstanding

since original issuance.

Net income per share of ordinary shares, basic and diluted, for Class B ordinary shares is calculated by dividing

the net income, less income attributable to shares of Class A ordinary shares, by the weighted average number of shares of Class B ordinary

shares outstanding for the periods presented.

Adopted Accounting Standards

Accounting Standards

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

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among

other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated

financial statements and disclosures.

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

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief

operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, utilities and secretarial, and administrative

support services provided to the Company.

We began incurring these fees on February 23, 2022 and will continue to incur these fees monthly

until the earlier of the completion of a Business Combination or the Company’s liquidation.

Accounting Estimates

preparation of 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 financial

statements and the reported amounts of expenses during the reporting periods.

estimates requires management to exercise significant judgment.

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 financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We qualify as an “emerging growth company” and are allowed to comply with new or revised

accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption

of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates

on which adoption of such standards is required for non-emerging growth companies.

As such, our consolidated financial statements may

not be comparable to companies that comply with public company effective dates.

to certain conditions set forth in the JOBS Act, we may not be required to, among other things, (i) provide an auditor’s attestation

report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all

of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and

Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or

a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements

(auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive

compensation and performance and comparisons of executive compensation to median employee compensation.

These exemptions apply for a

period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever

Quantitative and Qualitative Disclosures About Market Risk.

4 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis