What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-04-07 · 1800 added, 2161 removed, 844 unchanged (82% of the section changed)

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performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including

our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our

internal control over financial reporting as of December 31, 2024, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the

Exchange Act.

Based upon their evaluation, our principal executive officer and principal financial and accounting officer, concluded that

our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective

as of December 31, 2024 due to the existence of material weaknesses.

Our internal controls did not detect an error in the review of the

debt discount, amortization and debt in financial reporting

Report on Internal Controls Over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for

external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance

with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or

procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31,

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria,

management determined that we did not maintain effective internal control over financial reporting as of December 31,

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.

Based upon their

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective including those controls surrounding complex accounting areas

such as the accounting for the Company’s recapitalization.

Plan for Remediation

To remediate the material weaknesses, management

will continue to work with its accounting advisors with appropriate technical expertise in U.S.

GAAP and SEC reporting to improve the consistency

and accuracy of financial data and reporting processes.

Management will continue to monitor the effectiveness of the remediation

However, the material weaknesses will not be considered fully remediated until the applicable controls operate effectively for

a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

on the Effectiveness of Controls

of the Company, including its Chief Executive Officer and its Chief Financial Officer, does not expect that the Company’s disclosure

controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud.

A control system,

no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must

be considered relative to their costs.

Furthermore, because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud,

if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that

breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons or

by the collusion of two or more persons.

The design of any system of controls is based in part on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Projections of any evaluation of the effectiveness of controls to future periods are subject to risks.

Over time, controls

may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

in Internal Control over Financial Reporting

the year ended December 31, 2025, there has been no change in our internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Our process for evaluating controls and

procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures.

On February 17, 2025, we completed

a reverse recapitalization transaction in which Power Up became the legal acquirer and Aspire Biopharma, Inc.

was deemed the accounting

Following the transaction, we began integrating the financial reporting processes and internal controls of the combined company,

including standardizing accounting policies and procedures and implementing common reporting and consolidation processes.

These integration

activities represent enhancements to our existing internal control over financial reporting.

Except for these integration activities,

there were no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status

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Other Information.

March 5, 2024, the Company together with Sponsor and Visiox entered into a separate Subscription Agreement (each, a “Subscription

Agreement”) with four separate investors (each, an “Investor”), whereby, to support the Company’s anticipated

de-SPAC transaction, the Investors collectively contributed to Sponsor a total of $1,000,000 (the “Contribution”).

utilized the Contribution to support the Company’s anticipated de-SPAC transaction by funding certain obligations to Visox under

the terms of a convertible promissory note dated December 1, 2023, and also used a portion of the proceeds to fund certain working capital

loans (together, all loans and advances, the “March Loan”).

In consideration for the Contribution, the Company will issue

to the Investors an aggregate of 1,000,000 shares of Class A common stock at the closing of its initial business combination (the “De-SPAC

The March Loan will not accrue interest and will be repaid by the Company upon the De-SPAC Closing, or, otherwise

the Sponsor will pay to the Investors all repayments of the March Loan Sponsor itself has received within two business days of the De-SPAC

Closing, up to the amount of the Contribution.

The Investors may elect at the De-SPAC Closing to receive such payments in cash or shares

of the Company’s Class A common stock, at a rate of one share for each ten dollars ($10.00) of Contribution.

that the De-SPAC Closing does not occur within 120 days of the date of the Subscription Agreement (the “Closing Deadline”),

the Company and the Sponsor will transfer a total of 62,500 shares of the Company’s Class A common stock to the Investors and will

transfer an additional 62,500 shares to the Investors at the conclusion of each 60 day period following the Closing Deadline until the

De-SPAC Closing occurs.

In the event the Company liquidates without consummating its initial business combination, the Sponsor and

an affiliate of the Sponsor will transfer a total of 150,000 shares of Kernel Group Holdings, Inc.

to the Investors.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Higginson was appointed Chief Executive Officer (CEO) and Chairman of the Board of Directors of Aspire Biopharma Inc.

in September 2021.

Higginson served as the Chairman and CEO of Sundance Strategies, Inc., a publicly traded company, from 2014 to 2021.

Higginson served as Chief Executive Officer of VIA Motors, Inc.

(“Via Motors”), a hybrid electric vehicle company

(PHEV), from November 2010 to January 2014, where he was responsible for overseeing the management and business of Via Motors and

its employees.

From October 2003 until November 2010, he served as Chairman of the Board of Directors of Raser Technologies, Inc.

(“Raser Technologies”), which was an NYSE listed company at that time.

Higginson also founded American Telemedia

Network, Inc.

(“American Telemedia”), a publicly traded NASDAQ company that developed a nationwide satellite network

broadcasting data, video programming and advertising to shopping centers and malls, and he served as President and Chief Executive

Officer of American Telemedia from 1984 through 1988.

Higginson’s years of experience in the management of public

companies is a great asset to the Company.

served as Chief Executive Officer of VIA Motors, Inc.

(“Via Motors”), a hybrid electric vehicle company (PHEV), from November

2010 to January 2014, where he was responsible for overseeing the management and business of Via Motors and its employees.

2003 until November 2010, he served as Chairman of the Board of Directors of Raser Technologies, Inc.

(“Raser Technologies”),

which was an NYSE listed company at that time.

Higginson also founded American Telemedia Network, Inc.

(“American Telemedia”),

a publicly traded NASDAQ company that developed a nationwide satellite network broadcasting data, video programming and advertising to

shopping centers and malls, and he served as President and Chief Executive Officer of American Telemedia from 1984 through 1988.

Higginson’s years of experience in the management of public companies is a great asset to the Company.

We believe that Mr.

Higginson is qualified to serve as a member of the Board and as an

executive because of his extensive business background.

is qualified to serve as a member of the Board and as an executive because of his extensive business background.

Scheidemann .

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Starting in November of 2018, Mr.

has advised or was retained as an outsourced Chief Financial Officer (CFO), and/or financial advisor for many companies, including public

and private companies, special situations, and start-ups, through his firm FinTrust Consulting, LLC.

Scheidemann was the CFO of Benchmark

Builders, Inc.

Scheidemann has advised or was retained as an outsourced Chief Financial Officer (CFO), and/or financial advisor for many companies,

including public and private companies, special situations, and start-ups, through his firm FinTrust Consulting, LLC.

Scheidemann was the CFO of Benchmark Builders, Inc.

from April 2017 through November 2018.

From 2008 to 2015, Mr.

Scheidemann was CFO of ASG Technologies, Inc., a private

global software company later acquired by Rocket Software.

Scheidemann was

CFO of ASG Technologies, Inc., a private global software company later acquired by Rocket Software.

Prior to that, Mr.

Scheidemann was the Treasurer and CFO of WCI Communities,

a $2.0 billion publicly traded homebuilder from 2004 to 2008 and held various progressive finance and accounting leadership roles with

AT&T Corp from 1984 through 1999.

Scheidemann is a Certified Public Accountant (CPA).

We believe that Mr.

Scheidemann is qualified

to serve as an executive officer of the Company because of his extensive business and accounting background.

Howe is a dynamic entrepreneur and leader with a proven track record of consumer business successes.

From November 2018 to August 2019,

he co-developed The Good Clinic concept (TGC), an innovative primary care clinic brand.

Michael sold the concept to Mitesco in Mar 2020

and served as CEO until Sept 2022.

He bought the concept back from Mitesco in Dec 2023.

He is now actively involved with First Choice

Healthcare Solutions to fund and expand the redesigned TGC.

From January to present, Michael is serving as the independent director

for P1, and Indianapolis based, PE funded dental services organization.

During this same time period, Michael has served as executive

coach for the entire Executive Leadership team of P1, a group of 8 executives ranging form VP to CEO and Founder.

The focus of these

efforts are providing strategic, operational, and personal executive guidance to the eight individuals.

Michael’s entrepreneurial

spirit, business acumen, and passion for developing others make him a standout figure in both the corporate and community sectors.

believe that Mr.

Howe is qualified to serve as a member of the Board because of his extensive business background.

Fell (age 78) began serving as a director of the Company in August 2023.

He brings along a wealth of experience in the field of economics

and business to the Company.

Fell served as an independent director of Aesther Healthcare Acquisition Corp., a special purpose acquisition

company, from 2021 until it consummated its initial business combination in February 2023.

Fell has served as an independent director

of TRxADE HEALTH, INC (Nasdaq:

MEDS) since January 2014, as well as a director of Trxade Nevada since December 2013.

In addition, he

commenced serving as an independent director of OTEC in March 2023.

In addition, Mr.

Fell commenced serving as an independent director

of Oceantech Acquisition I Corp., in March 2023, began serving as an independent director of KRNL in December 2022 and as an independent

director of Semper Paratus Acquisition Corporation in June 2023.

He is presently Professor and Institute Director for the Davis, California-based

Foundation for Teaching Economics and adjunct professor of economics for the University of Colorado, Colorado Springs.

positions with the University of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education

and Senior Fellow of the Public Policy Institute from 1995 to 2012.

Fell was also a visiting professor at the University of LaRochelle,

France, and an adjunct professor of economics at both Illinois State University and The Ohio State University.

Fell holds undergraduate

and graduate degrees in economics from Indiana State University and his all but dissertation (ABD) in economics from Illinois State University.

Through his work with the Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has overseen graduate

institutes on economic policy and environmental economics in 44 states, throughout Canada, the Islands and Eastern Europe.

Stein brings to the Board more than 45 years of legal, financial, business development, capital markets,

and senior management experience.

Stein currently serves as the CFO of Engineering Mechanics Corporation of Columbus, a specialty

engineering consulting firm in the nuclear and oil & gas pipeline industry.

From 2013-2023 he was the General Counsel and CFO for

Kiefner and Associates, Inc., Applus+ Engineering Group North America, a wholly owned subsidiary of Applus+, a Madrid-listed public company.

He formerly served as cabinet member to former Ohio Governor James A.

Rhodes, responsible for the State of Ohio’s $120 billion

unemployment trust fund, and an operation of 5,000 employees with 122 offices around the State of Ohio.

Stein has also served as

General Counsel for MRC Group, a market research firm.

He also previously served as President of DB Capital Corporation, an investment

Prior to DB Capital, he was General Counsel and CFO of Pinnacle Technologies Resources, a technology consulting firm to Fortune

100 companies.

Earlier, he served as VP, General Counsel at Team Logos Corporation, a – regional retail chain of sports stores,

and earlier served as Managing Director at Financial Asset Management.

He holds a Juris Doctorate and Bachelor of Arts in Political Science

and Marketing from Capital University.

was the Treasurer and CFO of WCI Communities, a $2.0 billion publicly traded homebuilder from 2004 to 2008 and held various

progressive finance and accounting leadership roles with AT&T Corp from 1984 through 1999.

Scheidemann is a Certified Public

Accountant (CPA) and holds a Certified in Financial Forensics (CFF) accreditation from the America

Institute of CPA’s .

We believe that Mr.

Stein is qualified to serve as a member of the Board because of his extensive

business background.

Barbara Sher is the Chief Executive Officer and a Director of Greenlane

Holdings Inc.

(NASDAQ:GNLN), a global platform for the design, manufacturing, distribution, marketing and sales of consumer product goods

and packaging and previously served as the the company’s Chief Operations Officer.

Prior to this Ms.

Sher served as the Senior Vice president

of Sales at Newfold Digital, a $3B private equity backed digital presence company, and as Senior Vice President of Business Development

at Web.com, a NASDAQ publicly traded company that was taken private.

Sher brings a well rounded breadth of experience in operations,

sales, marketing and capital markets and has raised in her capacity as CEO in excess of $36M over the last ten months at Greenlane Holdings

Scheidemann is qualified to serve as an executive officer of the Company because of his

extensive business and accounting background.

Kimball, MD is a Director of Aspire.

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extensive medical background.

Ajjarapu (age:

53) began serving as an officer and director of the Company in August 2023.

He has served as Chairman of the Board, Chief

Executive Officer and Secretary of TrXADE HEALTH, INC (Nasdaq:

MEDS) a Delaware corporation, and its predecessor company since July 2010.

He is also currently a director of Oceantech Acquisition I Corp., traded on Nasdaq under the symbol “OTEC”, serves as Chairman

of the board of directors of Kernel Group Holdings, Inc., a special purpose acquisition company (NASDAQ:

KRNL) (“KRNL”) (since

December 2022) and Semper Paratus Acquisition Corporation, a special purpose acquisition company (NASDAQ:

Beginning in 2021, Mr.

Ajjarapu served as Chief Executive Officer and Chairman of Aesther Healthcare Acquisition Corp., a special purpose acquisition company

that consummated its initial business combination in February 2023.

Ajjarapu is currently serving as a director of the merged company,

Ocean Biomedical, Inc.

Since March 2018, Mr.

Ajjarapu has served as Executive Chairman of the Board of Kano Energy Corp.,

a company involved in the development of renewable natural gas sites in the United States.

Ajjarapu was a Founder and served as Chief

Executive Officer and Chairman of the Board of Sansur Renewable Energy, Inc., a company involved in developing wind power sites in the

Midwest of the United States, from March 2009 to December 2012.

Ajjarapu was also a Founder, President and Director of Aemetis, Inc.,

a biofuels company (NASDAQ:

AMTX), and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary of Aemetis,

Inc., from January 2006 to March 2009.

Ajjarapu was Co-Founder, Chief Operations Officer, and Director of Global Information Technology,

Inc., an IT outsourcing and systems design company, headquartered in Tampa, Florida with major operations in India.

Ajjarapu graduated

from South Dakota State University with a M.S.

in Environmental Engineering, and from the University of South Florida with an M.B.A.,

specializing in International Finance and Management.

Ajjarapu is also a graduate of the Venture Capital and Private Equity program

at Harvard University.

72) has served as the Chief Financial Officer of PowerUp from August 2023 until February 2025.

He is a seasoned chief financial

officer and accountant.

He served as Chief Financial Officer of Kernel Group Holdings, Inc.

In 2021, he served as Chief Financial Officer

of Aesther Healthcare Acquisition Corp., a special purpose acquisition company until it consummated its initial business combination

in February 2023.

He has also served as chief financial officer of Trade Health, Inc., an online marketplace for health traded on Nasdaq

under the symbol “SCNX.” Mr.

Doss has served in a variety of capacities with accounting and investment firms.

He joined the

staff of Seidman & Seidman (BDO Seidman, Dallas) in 1977 and in 1980 he joined the investment firm Van Kampen Investments, opening

the firm’s southeast office in Tampa, Florida in 1982.

He remained with the firm until 1996 when he joined Franklin Templeton.

After working for the Principal Financial Group office in Tampa, Florida, Mr.

Doss was City Executive for U.S.

Trust in Sarasota, Florida,

responsible for high-net-worth individuals.

He retired from that position in 2009.

He served as CFO and Director for Sansur Renewable

Energy, an alternative energy development company, from 2010 to 2012.

Doss has also served as President of STARadio Corp.

Doss is a member of the America Institute of CPA’s.

He is a graduate of Illinois Wesleyan University.

Balatsos (age:

48) 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.

Veterinary Partners, Inc.

IVPR), and served on the Board of Directors of Sadot Group Inc.

from October 2019 through December

He earned his Bachelor of Science in business administration from Skidmore College.

Relationships

are no family relationships between any of our current officers or directors with the exception of our CFO Ernest Scheidemann and his sister, Barbara Sher, a director.

are no family relationships between any of our current officers or directors.

of Aspire’s Board of Directors

Aspire Board consist of seven (7) members.

Aspire Board consists of four (4) members.

Kraig Higginson will serve as Chairman.

The primary responsibilities of the board will be

to provide oversight, strategic guidance, counseling, and direction to management.

The primary responsibilities of the board will be to

provide oversight, strategic guidance, counseling, and direction to management.

board will be divided into the following three classes:

I, which we anticipate will consist of Michael Howe and Barbara Sher, whose term will expire at the annual meeting of stockholders

to be held in 2025;

II, which we anticipate will consist of Edward Kimball and Donald G.

Fell, whose terms will expire at the annual meeting of stockholders

to be held in 2026;

III, which we anticipate will consist of Kraig Higginson, Gary Stein, and Surendra Ajjarapu, whose terms will expire at the annual

meeting of stockholders to be held in 2027.

I, which consists currently of no directors, whose term was set to expire at the annual meeting of stockholders expected to be held

II, which consists of Edward Kimball and Philip Balatos, whose terms will expire at the annual meeting of stockholders to be held

III, which consists of Kraig Higginson and Howard Doss, whose terms will expire at the annual meeting of stockholders to be held

each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office

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comprised of independent directors to comply with the majority independent board requirement in Rule 5605(b) of the Nasdaq listing rules.

Our board of directors has determined that Gary E.

Stein, Donald G.

Fell, and Michael Howe are independent directors under applicable SEC and Nasdaq rules.

Our independent directors will

have regularly scheduled meetings at which only independent directors are present.

board of directors has determined that Edward Kimball, Philip Balatos, and Howard Doss are independent directors under applicable SEC

and Nasdaq rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

of the Board of Directors

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have established an audit committee of the board of directors.

Under the Nasdaq listing standards and applicable SEC rules, we are

required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in

Stein, Michael Howe, and Donald G.

Fell are members of our audit committee, and Gary Stein serves as the

chairman of the audit committee.

Our board of directors has determined that each member of the audit committee is independent under

the Nasdaq listing standards and applicable SEC rules.

Each member of the audit committee is financially literate and our board of

directors has determined that Gary E.

Stein qualifies as an “audit committee financial expert” as defined in

applicable SEC rules.

Under the Nasdaq listing standards and applicable SEC rules, we are required

to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions.

Doss, Edward Kimball and Phillip Balatsos are members of our audit committee, and Howard Doss serves as the chairman of the audit committee.

Our board of directors has determined that each member of the audit committee is independent under the Nasdaq listing standards and applicable

Each member of the audit committee is financially literate and our board of directors has determined that Howard Doss qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

have adopted an audit committee charter, which is available on our website and details the principal functions of the audit committee,

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with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies

and practices to be used by New Aspire;

and practices to be used by Aspire;

and reviewing at least annually a report by our independent auditors describing the independent auditors’ internal quality

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with management and our auditors any earnings announcements and other public announcements regarding material developments;

procedures for the receipt, retention and treatment of complaints received by New Aspire regarding accounting, internal accounting

controls, auditing or other matters;

procedures for the receipt, retention and treatment of complaints received by Aspire regarding accounting, internal accounting controls,

auditing or other matters;

the report that the SEC requires in our annual proxy statement;

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and evaluating the audit committee charter annually and recommending any proposed changes to the board;

in advance all conflicts of interest and related party transactions to assess an impact on New Aspire’s internal controls or

financial reporting and disclosures;

all related party transactions entered into by New Aspire.

in advance all conflicts of interest and related party transactions to assess an impact on Aspire’s internal controls or financial

reporting and disclosures;

all related party transactions entered into by Aspire.

composition and function of the audit committee is expected to comply with all applicable requirements of the Sarbanes-Oxley Act and

all applicable SEC and Nasdaq rules and regulations.

and Corporate Governance Committee

Aspire’s nominating and corporate governance committee is expected to consist of Gary Stein, Michael Howe, and Donald G.

Fell is expected to serve as the chair of the nominating and corporate governance committee.

The board has determined

that each of the members of the nominating and corporate governance committee satisfies the independence requirements of Nasdaq.

functions of this committee will include, among other things:

reviewing and making recommendations of candidates to serve on the board;

the performance of the board, committees of the board and individual directors and determining whether continued service on the board

is appropriate;

nominations by stockholders of candidates for election to the board;

the current size, composition and organization of the board and its committees and making recommendations to the board for approvals;

a set of corporate governance policies and principles and recommending to the board any changes to such policies and principles;

issues and developments related to corporate governance and identifying and bringing to the attention of the board current and emerging

corporate governance trends;

periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any

proposed changes to the board.

composition and function of the nominating and corporate governance committee is expected to comply with all applicable requirements

of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are

seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, an extraordinary general

meeting of shareholders).

Our shareholders that wish to nominate a director for election to our board of directors should follow the

procedures set forth in our certificate of incorporation.

However, prior to our initial business combination,

holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our board of directors considers a number of qualifications relating

to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership

on the board of directors.

Our board of directors may require certain skills or attributes, such as financial or accounting experience,

to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to

obtain a broad and diverse mix of board members.

We have established a compensation committee of our

board of directors.

The members of our compensation committee are Michael Howe, Gary E.

Stein, and Donald G.

Michael Howe is

expected to serve as chairman of the compensation committee.

have established a compensation committee of our board of directors.

The members of our compensation committee are Edward Kimball, Howard

Doss and Phillip Balatsos.

Phillip Balatsos serves as chairman of the compensation committee.

the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors, subject to

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and approving the corporate objectives that pertain to the determination of executive compensation;

and approving the compensation and other terms of employment of New Aspire’s executive officers;

and approving performance goals and objectives relevant to the compensation of New Aspire’s executive officers and assessing

their performance against these goals and objectives;

and approving the compensation and other terms of employment of our executive officers;

and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance

against these goals and objectives;

recommendations to the board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such

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perquisites and special or supplemental benefits for executive officers;

with management New Aspire’s disclosures under the caption “Compensation Discussion and Analysis” in periodic reports

or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;

with management our disclosures under the caption “Compensation Discussion and Analysis” in periodic reports or proxy

statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;

an annual report on executive compensation that the SEC requires in the Post-Combination Company’s annual proxy statement;

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Trading Arrangements and Policies

to the consummation of the Business Combination, we adopted an insider trading policy which requires insiders to:

(i) refrain from purchasing shares during

certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our

legal counsel prior to execution.

to the consummation of the Reverse Recapitalization, we adopted an insider trading policy which requires insiders to:

(i) refrain from purchasing

shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades

with our legal counsel prior to execution.

with Section 16(a) of the Exchange Act

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following tables contain certain compensation information for our NEOs in the fiscal years ended December 31, 2025 and 2024.

Name and Principal Position

Nonequity Incentive Plan Compensation ($)

Option Awards ($)

All Other Compensation ($)

Chief Executive Officer (1)

Scheidemann, Jr.

Chief Financial Officer (2)

Higginson received $0 and $0 under an independent consulting arrangement in 2024 and 2023, respectively.

Name and Principal

Incentive Plan Compensation

Other Compensation

Executive Officer (1)

Scheidemann, Jr.

received $150,000 and $0 under an independent consulting arrangement in 2024 and 2023, respectively.

Name and Principal Position

Annual Base Salary

Financial Officer

and Principal Position

Chief Executive Officer

1 unchanged sentence

Chief Financial Officer

the completion of the Business Combination, the Company entered into employment agreements with Kraig T.

Higginson, in his capacity

as Chief Executive Officer, and Ernest J.

Howe, former Chief Executive Officer, received $37,500 in cash compensation in 2025.

the completion of the Reverse Recapitalization, the Company entered into employment agreements with Kraig T.

Higginson, in his capacity as

Chief Executive Officer, and Ernest J.

Scheidemann, Jr., in his capacity as Chief Financial Officer (the “Executive Employment

Agreements”).

Executive Employment Agreements provide for an indefinite term of employment, during which time Mr.

Higginson will be entitled to an

annual base salary in the amount of $180,000.00 and Mr.

Scheidemann will be entitled to an annual base salary of $240,000.00, subject

to annual review.

The Executive Employment Agreements provide for an indefinite term

of employment, during which time Mr.

Higginson will be entitled to an annual base salary in the amount of $180,000 and Mr.

will be entitled to an annual base salary of $240,000, subject to annual review.

Higginson and Mr.

Scheidemann will also be eligible for an annual performance-based bonuses based upon achieved

company performance metrics for revenue, profitability, and the development of new business relationships, for the given fiscal year

which goals shall be determined by the board of directors.

Scheidemann will also be eligible

for an annual performance-based bonuses based upon achieved company performance metrics for revenue, profitability, and the development

of new business relationships, and/or executive achievement of identified performance goals for the given fiscal year which goals shall

be determined by the board of directors.

Executive Employment Agreements also provide that Mr.

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Agreements, copies of which are attached hereto as Exhibits 10.11 and 10.12, and which are incorporated herein by reference.

Director Compensation

of Aspire’s Non-Employee Directors has received any cash compensation for services rendered to us.

Aspire’s Directors have

received the following compensation for services rendered to us.

or Paid in Cash (5)

Compensation (6)

Surendra Ajjarapu (2)

Howard Doss (4)

Resigned as of July 24, 2025.

Resigned as of January 7, 2026

Resigned as of February 6, 2026.

Joined on July 24, 2025

The Company intends to pay $53,333 of this amount in the form of options in 2026.

Equity bonus not yet granted at December 31, 2025

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 26, 2025, based on information

obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 23, 2026, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares,

person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

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the footnotes to this table and subject to community property laws where applicable, the Company believes that all persons named in the

table have sole voting and investment power with respect to all shares of New Aspire Common Stock beneficially owned by them.

table have sole voting and investment power with respect to all shares of Aspire Common Stock beneficially owned by them.

The beneficial

ownership percentages set forth in the table below are based on 46,007,513 shares of New Aspire Common Stock issued and outstanding as

of the Closing Date and other than as noted below.

Name and Address of Beneficial Owner

ownership percentages set forth in the table below are based on 5,024,124 shares of our Common Stock issued and outstanding as of the

Closing Date and other than as noted below.

and Address of Beneficial Owner

of Common Stock Outstanding

Directors and Executive Officers:

and Executive Officers:

Scheidemann, Jr.

Surendra Ajjarapu (3)

All Directors and Executive Officers as a group (9 individuals)

Philip Balatsos

Directors and Executive Officers as a group (6 individuals)

Five Percent Holders:

PowerUp Sponsor LLC (4)

SRIRAMA Associates, LLC (5)

Lance Friedman (6)

address of each of these individuals is c/o Aspire Biopharma Holdings, Inc., 194 Candelaro Drive, #233, Humacao, Puerto Rico 00791.

Five Percent Holders (1 entity)

address of each of these individuals is c/o Aspire Biopharma Holdings, Inc., 23150 Fashion Drive, Suite 232, Estero, Florida 33928

shares of common stock held by Turkey Bay Holdings LLC, which Mr.

Scheidemann claims beneficial ownership of.

shares of common stock held by SRIRAMA Associates, LLC, our Sponsor.

Suren Ajjarapu is the managing member of our Sponsor and may

be deemed to have beneficial ownership of the ordinary shares held directly by our Sponsor.

Suren Ajjarapu disclaims any beneficial

ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Includes 4,317,500 shares of common stock and 6,834,333 shares of common stock underlying private placement warrants that will become

exercisable within 60 days of the consummation of the Business Combination.

address for PowerUp Sponsor LLC is 188 Grand Street, Unit #195, New York, NY Represents 2,870,000 shares of common stock and

2,929,000 shares of common stock underlying private placement warrants that will become exercisable within 60 days of the consummation

of the Business Combination.

Our Original Sponsor is the record holder of such shares.

Bruce Hack and Gabriel Schillinger

are the managing members of our Original Sponsor.

As such, each of Messrs.

Hack and Schillinger has voting and investment discretion

with respect to the ordinary shares held of record by our Original Sponsor and may be deemed to have shared beneficial ownership

of the ordinary shares held directly by our Original Sponsor.

Each of Messrs.

Hack and Schillinger disclaims beneficial ownership

of any shares other than to the extent he may have a pecuniary interest therein, directly or indirectly.

address for SRIRAMA Associates LLC, is 74 Sutton Rd., Lebanon, NJ 08833.

Their holdings include 4,317,500 shares of common stock

and 6,834,333 shares of common stock underlying private placement warrants that will become exercisable within 60 days of the consummation

of the Business Combination.

address for Lance Friedman is 25 N Market Street, Suite 205, Jacksonville, Florida 32202.

His holdings include 1,680,886 shares

of common stock held by Blackstone Capital Advisors, Inc., 2,095,989 share of common stock held by Cobra Alternative Strategies LLC,

and 662,500 shares of common stock held by Thor Special Situations LLC.

Compensation Plan

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the type or types of awards to be made to a grantee;

the number of shares of New Aspire Common Stock subject to an award or to which an award relates;

the number of shares of Aspire Common Stock subject to an award or to which an award relates;

the terms and conditions of each award;

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set forth in the 2024 Plan or in an award agreement, or (ii) the grantee is or becomes subject to any clawback policy or compensation

recovery policy or such other similar policy of New Aspire or an affiliate, or any applicable laws which impose mandatory recoupment.

recovery policy or such other similar policy of Aspire or an affiliate, or any applicable laws which impose mandatory recoupment.

Subject to the 2024 Plan

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be equal to the sum of (a) ten percent (10%) of the shares of Aspire Common Stock issued and outstanding upon the consummation of the

Business Combination, plus (b) an annual increase as of the first business day of each calendar year, for a period of not more than ten

Reverse Recapitalization, plus (b) an annual increase as of the first business day of each calendar year, for a period of not more than ten

(10) years and starting with the 2025 calendar year, in an amount equal to the lesser of (i) a number of shares of Aspire Common Stock

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or delivered from payment of an award in connection with Aspire’s tax withholding obligations;

or (iv) purchased by New Aspire

with proceeds from option exercises.

or (iv) purchased by Aspire with

proceeds from option exercises.

2024 Plan authorizes the Committee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as

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of a reasonable valuation method in a manner consistent with Section 409A of the Code.

of January 7, 2025, the latest practicable date, the closing price per Class A ordinary share of PowerUp, each of which will be converted

to one share of Aspire Common Stock, as reported on Nasdaq was $11.43.

of March 23, 2026, the latest practicable date, the closing price per share of Aspire Common

Stock, as reported on Nasdaq was $1.43.

in connection with a corporate transaction involving Aspire (including, without limitation, any stock dividend, distribution (whether

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of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected without

receipt of consideration by New Aspire.

receipt of consideration by Aspire.

The adjustments will include proportionate adjustments to (i) the number and kind of shares subject

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Notwithstanding

the foregoing, the transactions contemplated by the Business Combination Agreement shall not, individually or collectively, constitute

a change in control.

the foregoing, the transactions contemplated by the Reverse Recapitalization Agreement shall not, individually or collectively,

constitute a change in control.

Certain Relationships and Related Transactions, and Director Independence.

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Sponsor were forfeited.

Original Sponsor purchased an aggregate of 9,763,333 private placement warrants at a purchase price of $1.50 per warrant, for an aggregate

Original Sponsor purchased an aggregate of 244,083 private placement warrants, after giving effects to the 1-for-40 reverse stock split, at a purchase price of $1.50 per warrant, for an aggregate

purchase price of $14,645,000, in a private placement that occurred simultaneously with the closing of our initial public offering.

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and commissions) and were not held in the trust account.

addition, PowerUp’s Original Sponsor, Sponsor, or their affiliates may, but are not obligated to, loan us additional funds as may be required.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust

account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such

loans made available by our Original Sponsor, Sponsor, or their affiliates may be convertible into warrants at a price of $1.50 per warrant

at the option of the lender.

addition, PowerUp’s Original Sponsor, Sponsor, or their affiliates may, but are not obligated to, loan us additional funds as may

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account

released to us.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside

the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000

of such loans made available by our Original Sponsor, Sponsor, or their affiliates may be convertible into warrants at a price of $1.50

per warrant at the option of the lender.

The warrants would be identical to the placement warrants, including as to exercise price, exercisability

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of the Company.

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

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

and transfer agreements

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

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

If the Company completes

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

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

In the event that a business combination

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

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

The Working Capital Loans would either be repaid upon consummation

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

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

The warrants would be identical

to the Private Placement Warrants.

December 21, 2023, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC

(“SSVK”), pursuant to which SSVK loaned an aggregate of $250,000 to the Sponsor, and, in turn, the Sponsor loaned $250,000

to the Company.

January 9, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Apogee Pharma Inc.

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

January 10, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the

Sponsor, and Jinal Sheth as lender, pursuant to which the lender loaned an aggregate of $150,000 to the Sponsor and the Sponsor loaned

$150,000 to the Company.

January 10, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender,

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

March 5, 2024, the Company entered into Subscription Agreements with four investors agreed to contribute to the Sponsor an aggregate

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repaid the contributions of the investors.

In connection with its efforts to

consummate the Business Combination, on December 18, 2024, and effective December 13, 2024, the

Company entered into (i) a subscription agreement (the “Blackstone Subscription Agreement”), (ii) a

promissory note (the “Blackstone Note”), and (iii) a registration rights agreement (the “RRA”) with

Blackstone Capital Advisors, Inc.

(“Blackstone”), an entity controlled by Aspire’s former Director of Investor

Relations, Lance Friedman (all transactions contemplated by such agreements, collectively, the “Blackstone

Transaction”).

Pursuant to the terms of the Blackstone Transaction, Blackstone may loan up to an aggregate principal amount of

$500,000 to the Company, with an original issue discount of twenty percent (20%).

As of the date of this Current Report on Form 10-K,

the aggregate principal amount loaned equals $264,142.05.

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

2025 or (ii) the date that the Company receives gross proceeds of at least $5,000,000 in an offering of its debt or equity

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

New Sponsor, the Affiliate, and four separate Investors, whereby, the Investors collectively contributed to the New Sponsor a total of

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

connection with its efforts to consummate the business combination, on December 18, 2024, and effective December 13, 2024, the Company

entered into (i) a subscription agreement (the “Blackstone Subscription Agreement”), (ii) a promissory note (the “Blackstone

Note”), and (iii) a registration rights agreement (the “RRA”) with Blackstone Capital Advisors, Inc.

(“Blackstone”),

an entity controlled by Aspire’s former Director of Investor Relations, Lance Friedman (all transactions contemplated by such agreements,

collectively, the “Blackstone Transaction”).

Pursuant to the terms of the Blackstone Transaction, Blackstone may loan up

to an aggregate principal amount of $500,000 to the Company, with an original issue discount of twenty percent (20%).

As of the date

of this Current Report on Form 10-K, the aggregate principal amount loaned equals $264,142.05.

The maturity date of the Blackstone Note

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

its debt or equity securities.

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

Interest will be

due and payable on the maturity date.

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

principal amount and accrued interest on the maturity date.

Upon the closing of the Business Combination, the Sponsor will transfer

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

“Commitment Shares”).

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

registration statement filed by the Company in connection with a Qualified Offering (as defined in the Blackstone Subscription

Agreement), if any.

will be due and payable on the maturity date.

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

the principal amount and accrued interest on the maturity date.

Upon the closing of the Reverse Recapitalization, the Sponsor will transfer

three Class A ordinary shares of PowerUp to Blackstone for each dollar loaned under the Blackstone Transaction (the “Commitment

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

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

accounted for the First Subscription Agreements and Second Subscription Agreements under ASC 480 and ASC 815 and concluded that bifurcation of a single derivative that comprises

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

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

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

sheets using the relative fair value method.

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

Scholes and Probability Weighted Expected Return Model.

At the close of the Reverse Recapitalization, 1,750,000 of commitment fee shares

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

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

debt was converted in January 2026.

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

and a residual balance due from IPO proceeds.

As of August 17, 2025, a balance of $353,679 is outstanding as due to related party.

balance is due on demand.

Note Fee - related party

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

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

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

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

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

Promissory Note Fee”) upon the successful closing of a business combination.

As of the date hereof, the Modified Promissory Note

Fee is still outstanding.

payable - related party

the years ended 2024 and 2023, Aspire Biopharma, Inc incurred expenses and costs related to officer and director compensation, rental

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

In 2024, Aspire Biopharma,

Inc issued three notes payable to formalize these advances.

As of December 31, 2025 the total balance of $885,563 is repayable under

these agreements.

connection with the consummation of the initial public offering, we adopted a code of ethics requiring us to avoid, wherever possible,

all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of

all conflicts of interest, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of

our board) or as disclosed in our public filings with the SEC.

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Principal Accountant Fees and Services.

following is a summary of fees paid or to be paid to Bush & Associates CPA, LLC (“Bush”) and Marcum LLP (“Marcum”)

for services rendered.

During the year ended December 31, 2024, fees for our independent registered public accounting firm were approximately

$70,000 for the services Bush performed in connection with the audit of our December 31, 2024 financial statement

included in this Annual Report on Form 10K.

During the year ended December 31, 2023, fees for our independent registered public accounting firm were approximately $94,299

for the services Marcum performed in connection with the audit of our December 31, 2023 financial statement included in this Annual Report

From January 1,

2024 to September 30, 2024, fees for our independent registered public accounting firm were approximately $88,443 for the services

Marcum performed in connection with the review of our first, second and third quarters of 2024 financial statements.

From January 1,

2023 to September 30, 2023, fees for our independent registered public accounting firm were approximately $73,380 for the services

Marcum performed in connection with the review of our first, second and third quarters of 2023 financial statements.

following is a summary of fees paid or to be paid to Bush & Associates CPA, LLC (“Bush”) and Turner, Stone and Company

LLP (Turner) for services rendered.

During the year ended December 31, 2025, fees for our previous independent registered public accounting firm Bush were approximately

$101,113 for the services Bush performed in connection with the audit of our December 31, 2024 financial statement included in this Annual

Report on Form 10K.

the year ended December 31, 2025, fees for our current independent registered public accounting firm Turner were approximately $60,250

for the services Turner performed in connection with the audit of our December 31, 2025 financial statement included in this Annual Report

Audit-Related

During the year ended December 31, 2024, fees for our independent registered public accounting firm were approximately

$138,756 for the services Marcum performed in connection with any audit-related services.

During the year ended December 31, 2024 and 2023, our independent registered public accounting firm did not render services

During the year ended December 31, 2025, our previous and current independent registered public accounting firm did not render

services in connection with any audit-related services.

the year ended December 31, 2024, our previous and current independent registered public accounting firm did not render services in connection

with any audit-related services.

During the year ended December 31, 2025 and 2024, our previous and current independent registered public accounting firm did

not render services to us for tax compliance, tax advice and tax planning.

the year ended December 31, 2025 and 2024, our previous and current independent registered public accounting firm did not render services

to us for tax compliance, tax advice and tax planning.

During the year ended December 31, 2024 and 2023, there were no fees billed for products and services provided by our

independent registered public accounting firm other than those set forth above.

During the year ended December 31, 2025 and 2024, there were no fees billed for products and services provided by Bush

or Turner other than those set forth above.

Exhibits, Financial Statements and Financial Statement Schedules.

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TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (Bush & Associates CPA LLC PCAOB ID # 6797;

Marcum LLP PCAOB No.

Report of Independent Registered Public Accounting Firm (PCAOB ID #76)

Consolidated Balance Sheets

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Form 10-K Summary.

Agreement and Plan of Merger, dated August 26, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

and Plan of Merger, dated August 26, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates,

LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp

Acquisition Corp.

on August 30, 2024).

Amendment Agreement, dated September 5, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

Agreement, dated September 5, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC,

Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition

on September 6, 2024).

Second Amendment Agreement, dated October 9, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

Amendment Agreement, dated October 9, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates,

LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp

Acquisition Corp.

on October 10, 2024).

Amended and Restated Certificate of Incorporation of Aspire Biopharma Holdings, Inc.

(incorporated by reference from Exhibit 3.1 to the Form 8-K filed by Aspire Biopharma Holdings, Inc.

and Restated Certificate of Incorporation of Aspire Biopharma Holdings, Inc.

(incorporated by reference from Exhibit 3.1 to the Form

8-K filed by Aspire Biopharma Holdings, Inc.

on February 21, 2025).

Bylaws of Aspire Biopharma Holdings, Inc.

(incorporated by reference from Exhibit 3.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc.

of Aspire Biopharma Holdings, Inc.

(incorporated by reference from Exhibit 3.2 to the Form 8-K filed by Aspire Biopharma Holdings,

on February 21, 2025).

Warrant Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference from Exhibit 4.1 to the Form 8-K filed by the Company on February 23, 2022).

Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent

(incorporated by reference from Exhibit 4.1 to the Form 8-K filed by the Company on February 23, 2022).

Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and PowerUp Sponsor LLC (incorporated by

reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on February 23, 2022).

Investment Management Trust Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp.

Management Trust Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company,

as trustee (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp.

on February 23, 2022).

Private Placement Warrants Purchase Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by PowerUp Acquisition Corp.

Placement Warrants Purchase Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (incorporated

by reference from Exhibit 10.4 to the Form 8-K filed by PowerUp Acquisition Corp.

on February 23, 2022).

Registration Rights Agreement, dated as of February 17, 2022, by and between the Company and certain security holders (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp.

Rights Agreement, dated as of February 17, 2022, by and between the Company and certain security holders (incorporated by reference

from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp.

on February 23, 2022).

Form of Indemnity Agreement, dated as of February 17, 2022, by and between the Company and each of the directors and officers of the Company (incorporated by reference from Exhibit 10.6 to the Form 8-K filed by PowerUp Acquisition Corp.

of Indemnity Agreement, dated as of February 17, 2022, by and between the Company and each of the directors and officers of the Company

(incorporated by reference from Exhibit 10.6 to the Form 8-K filed by PowerUp Acquisition Corp.

on February 23, 2022).

Amended and Restated Promissory Note, dated as of January 14, 2022, issued to PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form S-1 filed by PowerUp Acquisition Corp.

and Restated Promissory Note, dated as of January 14, 2022, issued to PowerUp Sponsor LLC (incorporated by reference from Exhibit

10.1 to the Form S-1 filed by PowerUp Acquisition Corp.

on February 14, 2022).

Securities Subscription Agreement, dated as of February 16, 2021, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.5 to the Form S-1 filed by PowerUp Acquisition Corp.

Subscription Agreement, dated as of February 16, 2021, by and between the Company and PowerUp Sponsor LLC (incorporated by reference

from Exhibit 10.5 to the Form S-1 filed by PowerUp Acquisition Corp.

on February 14, 2022).

Administrative Services Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by PowerUp Acquisition Corp.

Administrative

Services Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit

10.5 to the Form 8-K filed by PowerUp Acquisition Corp.

on February 23, 2022).

Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by PowerUp Acquisition Corp.

of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by PowerUp Acquisition

on May 1, 2023).

Purchase Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, PowerUp Acquisition Corp., and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, PowerUp Acquisition Corp., and PowerUp Sponsor LLC (incorporated

by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on July 19, 2023).

Loan and Transfer Agreement, dated December 21, 2023, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and SSVK Associates, LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

and Transfer Agreement, dated December 21, 2023, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and SSVK Associates,

LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on December 28, 2023).

Loan and Transfer Agreement, dated January 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Apogee Pharma Inc.

and Transfer Agreement, dated January 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Apogee Pharma

(incorporated by reference from Exhibit 10.11 to the Form 10-K filed by PowerUp Acquisition Corp.

on March 11, 2024).

Loan and Transfer Agreement, dated January 10, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Jinal Sheth (incorporated by reference from Exhibit 10.13 to the Form S-4 filed by PowerUp Acquisition Corp.

and Transfer Agreement, dated January 10, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Jinal Sheth

(incorporated by reference from Exhibit 10.13 to the Form S-4 filed by PowerUp Acquisition Corp.

on September 6, 2024).

Form of Subscription Agreement dated March 5, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, Visiox Pharmaceuticals, Inc., and Investor (incorporated by reference from Exhibit 10.12 to the Form 10-K filed by PowerUp Acquisition Corp.

of Subscription Agreement dated March 5, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC,

Visiox Pharmaceuticals, Inc., and Investor (incorporated by reference from Exhibit 10.12 to the Form 10-K filed by PowerUp Acquisition

on March 11, 2024).

Form of Subscription Agreement dated May 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, and Investor (incorporated by reference from Exhibit 10.16 to the Form S-4/A filed by PowerUp Acquisition Corp.

on May 14, 2024).

Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

of Subscription Agreement dated May 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC,

and Investor (incorporated by reference from Exhibit 10.16 to the Form S-4/A filed by PowerUp Acquisition Corp.

on May 14, 2024).

Promissory Note Fee Agreement by and among SRIRAMA Associates, LLC and PowerUp Acquisition Corp.

dated October 2, 2024 (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

Note Fee Agreement by and among SRIRAMA Associates, LLC and PowerUp Acquisition Corp.

dated October 2, 2024 (incorporated by reference

from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on October 4, 2024).

Subscription Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp.

Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp.

and Blackstone Capital Advisors, Inc.

(incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

(incorporated by

reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on December 26, 2024).

Promissory Note, dated December 13, 2024, by and among PowerUp Acquisition Corp.

Note, dated December 13, 2024, by and among PowerUp Acquisition Corp.

and Blackstone Capital Advisors, Inc.

(incorporated by reference from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp.

(incorporated by reference

from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp.

on December 26, 2024).

Registration Rights Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp.

Rights Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp.

and Blackstone Capital Advisors, Inc.

(incorporated by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp.

(incorporated

by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp.

on December 26, 2024).

Asset Purchase Agreement dated March 2022, by and among Aspire BioPharma, Inc.

and Instaprin Pharmaceuticals Incorporated (incorporated by reference from Exhibit 10.17 to the Form S-4 filed by PowerUp Acquisition Corp.

Purchase Agreement dated March 2022, by and among Aspire BioPharma, Inc.

and Instaprin Pharmaceuticals Incorporated (incorporated

by reference from Exhibit 10.17 to the Form S-4 filed by PowerUp Acquisition Corp.

on September 6, 2024).

Pharmaceutical Development Agreement dated June 26, 2022, by and among Aspire BioPharma, Inc.

Pharmaceutical

Development Agreement dated June 26, 2022, by and among Aspire BioPharma, Inc.

and Glatt Air Techniques Inc.

(incorporated by reference from Exhibit 10.18 to the Form S-4 filed by PowerUp Acquisition Corp.

(incorporated by reference

from Exhibit 10.18 to the Form S-4 filed by PowerUp Acquisition Corp.

on September 6, 2024),

Certificate of Designation of Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 10.19 to the Form S-4 filed by PowerUp Acquisition Corp.

of Designation of Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 10.19 to the Form S-4 filed by PowerUp Acquisition

on September 6, 2024).

Subscription Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc.

Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc.

and Blackstone Capital Advisors, Inc.

(incorporated by reference from Exhibit 10.20 to the Form S-4 filed by PowerUp Acquisition Corp.

(incorporated by reference

from Exhibit 10.20 to the Form S-4 filed by PowerUp Acquisition Corp.

on September 6, 2024).

Subscription Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc.

and Kitts Group, LLC (incorporated by reference from Exhibit 10.21 to the Form S-4 filed by PowerUp Acquisition Corp.

Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc.

and Kitts Group, LLC (incorporated by reference from Exhibit

10.21 to the Form S-4 filed by PowerUp Acquisition Corp.

on September 6, 2024).

Form of Executive Employment Agreement between New Aspire and Kraig Higginson (incorporated by reference from Exhibit 10.11 to the Form 8-K filed by the Company on February 21, 2025).

Form of Executive Employment Agreement between New Aspire and Ernest Scheidemann (incorporated by reference from Exhibit 10.12 to the Form 8-K filed by the Company on February 21, 2025)

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on February 21, 2025).

Form of Leak Out Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc.

on February 20, 2025)

Form of Security Agreement (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Company on February 21, 2025).

Form of Guarantee (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by the Company on February 21, 2025).

Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by the Company on February 21, 2025).

Form of Amendment Agreement (incorporated by reference from Exhibit 10.8 to the Form 8-K filed by the Company on February 21, 2025).

Form of Lock-Up Agreement (incorporated by reference from Exhibit 10.9 to the Form 8-K filed by the Company on February 21, 2025).

Form of Non-Compete (incorporated by reference from Exhibit 10.10 to the Form 8-K filed by the Company on February 21, 2025).

Form of Executive Employment Agreement between New Aspire and Kraig Higginson (incorporated by reference from Exhibit 10.11 to the Form 8-K filed by the Company on February 21, 2025).

Form of Executive Employment Agreement between New Aspire and Ernest Scheidemann (incorporated by reference from Exhibit 10.12 to the Form 8-K filed by the Company on February 21, 2025).

of Executive Employment Agreement between New Aspire and Kraig Higginson (incorporated by reference from Exhibit 10.11 to the Form

8-K filed by the Company on February 21, 2025).

of Executive Employment Agreement between New Aspire and Ernest Scheidemann (incorporated by reference from Exhibit 10.12 to the

Form 8-K filed by the Company on February 21, 2025)

of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on February 21,

of Leak Out Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc.

of Security Agreement (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Company on February 21, 2025).

of Guarantee (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by the Company on February 21, 2025).

of Registration Rights Agreement (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by the Company on February 21,

of Amendment Agreement (incorporated by reference from Exhibit 10.8 to the Form 8-K filed by the Company on February 21, 2025).

of Lock-Up Agreement (incorporated by reference from Exhibit 10.9 to the Form 8-K filed by the Company on February 21, 2025).

of Non-Compete (incorporated by reference from Exhibit 10.10 to the Form 8-K filed by the Company on February 21, 2025).

of Executive Employment Agreement between New Aspire and Kraig Higginson (incorporated by reference from Exhibit 10.11 to the Form

8-K filed by the Company on February 21, 2025).

of Executive Employment Agreement between New Aspire and Ernest Scheidemann (incorporated by reference from Exhibit 10.12 to the

Form 8-K filed by the Company on February 21, 2025).

Omnibus Incentive Plan (incorporated by reference from Exhibit 10.37 to the Form 8-K filed by the Company on February 21, 2025).

ELOC Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Aspire Biopharma Holdings, Inc., on February 20, 2025).

ELOC Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Aspire Biopharma Holdings, Inc., on November 14, 2025).

Form of Debenture (incorporated by reference from Exhibit 10.40 to the Form 8-K filed by the Company on February 21, 2025).

Code of Ethics (incorporated by reference from Exhibit 14.1 to the Form 10-K filed by the Company on March 11, 2024).

Insider Trading Policy of the Company (incorporated by reference from Exhibit 19.1 to the Form 10-K filed by PowerUp Acquisition Corp.

on March 11, 2024).

List of Subsidiaries of the Company.

Form of Settlement Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on April 30, 2025).

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on August 22, 2025).

Form of Convertible Promissory Note (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Company on August 22, 2025).

Form of Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on November 14, 2025).

Form of Securities Purchase Agreement, dated February 6, 2026, by and among Aspire Biopharma Holdings, Inc.

and the purchasers named herein (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on February 12, 2026).

Form of Registration Rights Agreement, dated February 6, 2026, by and among Aspire Biopharma Holdings, Inc.

and the purchasers named herein (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Company on February 12, 2026).

of Ethics (incorporated by reference from Exhibit 14.1 to the Form 10-K filed by the Company on March 11, 2024).

Trading Policy of the Company (incorporated by reference from Exhibit 19.1 to the Form 10-K filed by PowerUp Acquisition Corp.

March 11, 2024).

of Subsidiaries of the Company.

(incorporated by reference from Exhibit 21.1 to the Form 8-K filed by the Company on February 21,

Consent of Bush & Associates CPA LLC, independent registered public accounting firm for Aspire Biopharma Holdings, Inc.

Consent of Bush & Associates CPA LLC, former independent registered public accounting firm for Aspire Biopharma Holdings, Inc.

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy (incorporated by reference from Exhibit 97.1 to the Form 10-K filed by the Company on March 11, 2024).

Policy (incorporated by reference from Exhibit 97.1 to the Form 10-K filed by the Company on March 11, 2024).

XBRL Instance Document*

8 unchanged sentences

Holdings Corp .

April 7, 2025

March 30, 2026

Executive Officer and Chairman

3 unchanged sentences

Executive Officer)

March 30, 2026

Ernest J Scheidemann

1 unchanged sentence

Financial Officer and Principal

March 30, 2026

Edward Kimball

Surendra Ajjarapu

ASPIRE BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (Bush & Associates CPA LLC PCAOB ID # 6797 ;

Marcum LLP PCAOB ID # 688 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders

March 30, 2026

Philip Balatsos

March 30, 2026

BIOPHARMA HOLDINGS, INC.

(F/K/A PowerUp Acquisition Corp.)

on the Financial Statements

have audited the accompanying balance sheets of Powerup Acquisition Corp.

(the “Company”) as of December 31, 2024,

and the related statements of operations, stockholders’ equity, and cash flows for the year then ended December 31, 2024, and the

related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and

its cash flows for the year then ended December 31, 2024, in conformity with accounting principles generally accepted in the United States

discussed in Note 2 to the consolidated financial statements, the Company adopted ASU 2023-07, Segment Reporting (Topic 280) as

of December 31, 2024 on a retrospective basis.

We have audited the Company’s implementation of ASU 2023-07 and the related disclosures.

In our opinion such adoption is appropriate and has been properly applied.

We were not engaged to audit, review, or apply any procedures

to the 2023 financial statements of the Company other than with respect to the implementation of ASU 2023-07, and accordingly, we do

not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide

a reasonable basis for our opinion.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company’s operating losses raise substantial doubt about its ability to continue as a going

TO FINANCIAL STATEMENTS

Financial Statements:

of Independent Registered Public Accounting Firm (PCAOB ID # 76 )

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the years ended December 31,2025 and 2024

Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024

Statements of Cash Flows for the years ended December 31, 2025 and 2024

to Consolidated Financial Statements

Your Vision Our Focus

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders

of Aspire Biopharma Holdings, Inc.

Opinion on the Financial Statements

have audited the accompanying consolidated balance sheet of Aspire Biopharma

Holdings, Inc.

(the “Company”) as of December 31, 2025, and the related consolidated statements of operations, changes in stockholders’

deficit, and cash flows for the year then ended, and the related notes to consolidated financial statements (collectively referred to

as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity

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

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company’s net loss, accumulated deficit, and working capital deficit raise

substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Audit Matter:

Fair Value Measurement of Convertible Debt and Contingent Consideration

of the Matter:

Company’s financial statements include convertible debt instruments and contingent consideration liabilities related to the Instaprin

Pharmaceuticals acquisition.

These liabilities involve complex terms such as variable conversion features, equity kickers, and performance-based

Management used the Probability-Weighted Expected Return Method (PWERM) and Black-Scholes option-pricing model to estimate

fair value, requiring significant judgment in assumptions (e.g., volatility rates, discount rates, and probability-weighted outcomes).

The complexity of these instruments, combined with the reliance on third-party valuation specialists, elevated the risk of material misstatement.

the Critical Audit Matter Was Addressed in the Audit

audit procedures included:

Assessed design of controls over financial instrument valuation, including management’s

oversight of third-party specialists.

● Contractual

Verification:

Examined loan agreements, convertible notes, and the Instaprin Asset Purchase

Agreement to validate terms triggering contingent payments or conversions.

Tested reasonableness of inputs (discount rates, equity volatility, clinical

trial success probabilities) against industry benchmarks and historical data.

Evaluated the competence and objectivity of the external valuation firm, reperformed

calculations for key instruments, and corroborated inputs with market data (e.g., comparable

biopharma company volatility rates).

Verified compliance with ASC 820 (Fair Value Measurement) and ASC 480 (Distinguishing

Liabilities from Equity) in financial statement disclosures.

determined management’s fair value measurements were reasonable and compliant with GAAP.

Procedures confirmed:

PWERM model appropriately weighted scenarios (e.g., FDA approval success vs.

failure) tied

to Aspire’s clinical trial timelines disclosed in the 10-K.

Black-Scholes inputs aligned with peer biopharma companies’ historical volatility.

consideration related to Instaprin’s sales-based earnout was valued using FDA approval

probability metrics consistent with industry precedents.

Bush & Associates CPA LLC

have served as the Company’s auditor since 2025.

PCAOB ID Number 6797

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders’ and Board of Directors of

Aspire BioPharma Holdings, Inc.

(F/K/A PowerUp Acquisition Corp.)

on the Financial Statements

have audited, before the effects of the retrospective adjustment for the adoption of ASU 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures (“ASU 2023-07”) discussed in Note 2 and Note 10 to the consolidated financial statements,

the accompanying consolidated balance sheet of PowerUp Acquisition Corp.

(the “Company”) as of December 31, 2023, the related

consolidated statements of operations, shareholders’ deficit and cash flows for the year ended December 31, 2023, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements, before the effects

of the retrospective adjustment for the adoption of ASU 2023-07 discussed in Note 2 and Note 10 to the financial statements, present

fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and

its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States

were not engaged to audit, review, or apply any procedures to the retrospective adjustment for the adoption of ASU 2023-07 discussed

in Note 2 and Note 10 to the financial statements, and accordingly, we do not express an opinion or any other form of assurance about

whether such retrospective adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by

other auditors.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note

1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more

businesses or entities on or before May 23, 2024.

The Company entered into a definitive merger agreement with a business combination

target on December 26, 2023;

however, the completion of this transaction is subject to the approval of the Company’s stockholders

among other conditions.

There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions,

raise the additional capital it needs to fund its operations, and complete the transaction prior to May 23, 2024, if at all.

also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after May 23,

2024, in the event that it is unable to complete a business combination by that date.

These matters raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also described in Note

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

have served as the Company’s auditor from 2021 through February 18, 2025.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Turner, Stone & Company L.L.P .

We have served as the Company’s auditor since 2025.

Dallas, Texas

March 30, 2026

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

BALANCE SHEETS

December 31, 2024

December 31, 2023

CURRENT ASSETS

Prepaid expenses and other

Prepaid Expenses

Due from Sponsor

Subscriptions Receivable

Total current assets

Cash and Investments held in Trust Account

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

current assets

LIABILITIES AND STOCKHOLDERS’

CURRENT LIABILITIES

Accounts payable and accrued expenses

Loan and Transfer notes payable

Subscription Agreement loan

Short-term loans from shareholders

Accounts payable

Accrued expenses

Due to affiliate

Notes payable – related

Promissory note fee –

related party

Other current liabilities

Derivative liability

Loan and transfer notes

payable – related party

Subscription agreement

Total current liabilities

purchase agreement liability

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 6)

REDEEMABLE ORDINARY SHARES

Class A ordinary shares subject to possible redemption at redemption value, $ 0.0001 par value, 577,644 and 1,803,729 shares at redemption value of $ 11.54 and $ 11.03 per share on December 31, 2024 and 2023, respectively

SHAREHOLDERS’ DEFICIT

Preference shares;

$ 0.0001 par value, 5,000,000 shares authorized, none issued or outstanding

Class A ordinary shares;

$ 0.0001 par value;

300,000,000 shares authorized;

7,187,500 issued or outstanding at December 31, 2024 and 2023, respectively (excluding 577,644 and 1,803,729 shares, respectively, subject to redemption as of December 31, 2024 and 2023)

Class B ordinary shares;

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT

Preferred Stock;

par value, 10,000,000

shares authorized, none

issued or outstanding

Common stock;

490,000,000 shares authorized;

0 issued and outstanding at December 31, 2024 and 2023

Ordinary shares

3,533,408 and 690,044 issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

Accumulated deficit

( 27,258,081 )

( 2,777,233 )

Total shareholders’ deficit

STOCKHOLDERS’ DEFICIT

( 6,376,329 )

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

accompanying notes are an integral part of the consolidated financial statements.

( 1,540,088 )

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Company’s common stock shares issued and outstanding, common stock and additional paid-in capital as of December 31, 2025 and 2024

have been retroactively restated for the reverse stock split as described in Note 3 of the accompanying notes, which are an integral

part of these consolidated financial statements.

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

STATEMENTS OF OPERATIONS

December 31, 2024

December 31, 2023

Gross Receipts

the Years Ended December 31,

Cost of revenue

Cost of goods sold

Total cost of revenue

OPERATING EXPENSES

General and administrative expenses

General and administrative

(including stock-based compensation of $ 14.1 million

respectively)

Research and development

Marketing and sales

Total operating expenses

and marketing

operating expenses

from operations

( 19,351,291 )

1 unchanged sentence

Other income (expense):

Change in fair value of subscription loan

Interest expense

( 8,531,275 )

Interest expense – debt discount

Interest earned on investments held in Trust Account

Total other income, net

Change in fair value of

Initial recognition of forward purchase liability

on extinguishment of debt

other expense, net

( 5,129,557 )

Net gain/(loss) before income tax provision

Provision for Income Taxes

Net (loss) income

Loss before provision for

( 24,480,848 )

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net (loss) income per share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary shares

Basic and diluted net (loss) income per share, Class B ordinary shares

accompanying notes are an integral part of the consolidated financial statements.

( 1,308,859 )

$ ( 24,480,848 )

$ ( 1,309,872 )

Weighted average shares outstanding of

and diluted net loss per share of Common Stock

Company’s weighted average shares outstanding of common stock for the years ended December 31, 2025 and 2024 have been retroactively

restated for the reverse stock split as described in Note 3 of the accompanying notes, which are an integral part of these consolidated

financial statements.

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Ordinary Shares

Shareholders’

Balance – December 31, 2022

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’

Balance - January 1, 2025

$ ( 2,777,233 )

$ ( 1,540,088 )

Conversion of Class B shares to Class A

Conversion of warrants

Issuance of shares in Reverse Recapitalization

( 4,602,596 )

Reduction of U/W Fee Payable

Contribution - shareholder non-redemption agreements

Shareholder non-redemption agreements

Face value of convertible note in excess of fair value

Remeasurement for Class A shares to redemption value

( 4,602,576 )

Issuance of shares under working capital loans

and non redemption agreements

Issuance of commitment fee shares under ELOC

Shares issued pursuant to settlement agreement

Stock-based compensation

Conversion of convertible notes

( 24,480,848 )

Balance – December 31, 2023

( 24,480,848 )

Balance – December 31, 2025

$ ( 27,258,081 )

$ ( 6,376,329 )

Stockholders’

Balance - January 1, 2024

$ ( 1,467,361 )

Shareholder non-redemption agreements

Fair value of subscription loan

- conversion option

$ ( 487,861 )

Retroactive application

of Reverse Recapitalization

( 10,310,461 )

Contribution - shareholder non-redemption agreement

Face value of convertible note in excess of fair value

Remeasurement for Class A shares to redemption value

Balance - January 1, 2024, after retroactive application of Reverse Recapitalization

( 1,467,361 )

Net income (loss)

Issuance of common stock

( 1,309,872 )

5 unchanged sentences

$ ( 1,540,088 )

accompanying notes are an integral part of the consolidated financial statements.

Company’s common stock shares issued and outstanding, common stock and additional paid-in capital as of December 31, 2025 and 2024

have been retroactively restated for the reverse stock split as described in Note 3 of the accompanying notes, which are an integral

part of these consolidated financial statements.

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

STATEMENTS OF CASH FLOWS

December 31, 2024

December 31, 2023

Cash Flows from Operating Activities:

Net (loss) income

$ ( 12,537,472 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation and amortization

Interest income on investments held in Trust Account

( 5,813,213 )

Change in fair value of subscription loan

Interest expense – debt discount

Changes in operating assets and liabilities:

Increase in current assets

Prepaid expenses

Subscription Receivable

Increase in current assets

Increase in current liabilities

Accounts payable and accrued expenses

Short-term loans from shareholders (net)

Increase in current liabilities

Due from Sponsor

Due to affiliate

Net cash used in operating activities

the Years Ended December 31,

CASH FLOWS FROM OPERATING

$ ( 24,480,848 )

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account in connection with redemptions

Net cash provided by investing activities

Cash Flows from Financing Activities:

Series A Preferred stock, par value $0.0001

Additional paid in capital

Proceeds from Subscription agreement loan

Redemption of ordinary shares

$ ( 1,309,872 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Amortization of debt discount

Initial recognition of

forward purchase agreement liability

Issuance of commitment shares under ELOC agreement

Loss on extinguishment

Change in fair value of

derivative liabilities and convertible notes

( 3,860,889 )

Proceeds from Sponsor note

Net cash provided by (used in) financing activities

Stock-based compensation

Changes in operating assets

and liabilities:

Prepaid expenses and other

current assets

Accounts payable

Accrued expenses

Due to related party

current liabilities

CASH FLOWS USED IN OPERATING ACTIVITIES

( 4,923,488 )

CASH FLOWS FROM FINANCING

Issuance of common stock

Proceeds from recapitalization

Proceeds from issuance

of convertible notes

Repayment of convertible

( 3,032,645 )

Transaction costs paid

in connection with convertible notes

Proceeds from notes payable

- related party

of notes payable – related party

NET CASH FLOWS PROVIDED

BY FINANCING ACTIVITIES

NET CHANGE IN CASH

CASH, BEGINNING OF THE PERIOD

CASH, END OF THE PERIOD

Non-cash investing and financing activities:

Deferred underwriting commissions payable charged to additional paid in capital

$ ( 10,812,500 )

Remeasurement of Class A ordinary shares to redemption value

Sponsor shares contributed for no redemption of shares

Conversion of Class B shares to Class A

accompanying notes are an integral part of the consolidated financial statements.

CASH, BEGINNING OF THE

END OF THE YEAR

Supplemental disclosure

of noncash investing and financing activities:

Accounts payable and other

liabilities combined, net

Shares issued pursuant to settlement agreement

Issuance of shares in reverse recapitalization

Conversion of warrants

Conversion of convertible

Issuance of shares under

working capital loans and non redemption agreements

Supplemental cashflow information:

paid for interest

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

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

TO CONSOLIDATED FINANICIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Acquisition Corp.

(now known as Aspire Biopharma Holdings, Inc.) (the “Company” or “PowerUp”) was incorporated as a

Cayman Islands exempted company on February 9, 2021.

The Company was incorporated for the purpose of effecting a merger, share

exchange, asset acquisition, share purchase, reorganization or similar business combination with one

or more businesses (the “Business Combination”).

February 17, 2025 (the “Closing Date”), the Company consummated the previously announced business combination with

Aspire Biopharma Holdings, Inc.

pursuant to that certain Agreement and Plan of Merger, dated August 26, 2024, as amended by an Amendment

Agreement dated September 5, 2024 and a Second Amendment Agreement dated October 9, 2024 (the “Business Combination

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

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

Stephen Quesenberry, in the capacity as the seller representative (the “Seller Representative”), and Aspire Biopharma,

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

Prior to the Business Combination

to the Business Combination, on December 26, 2023, the Company entered into an Agreement and Plan of Merger (as subsequently amended,

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

SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”), Ryan Bleeks, in the capacity as the seller

representative, and Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox”).

The transactions contemplated by the

Visiox Merger Agreement were intended to serve as the Company’s initial Business Combination.

See Note 6 for further information.

June 6, 2024, the parties to the Visiox Merger Agreement entered into an amendment agreement (the “Visiox Amendment Agreement”).

The Visiox Amendment Agreement extended the Outside Date (as defined in the Visiox Merger Agreement) from May 31, 2024 to June 30, 2024,

increased the Company’s indebtedness cap from $ 1 million to $ 2 million, eliminated the requirement that the Company have net tangible

assets of at least $ 5,000,001 at the time of the closing, and reduced the Minimum Cash Condition (as defined in the Visiox Merger Agreement)

from $5 million to $1.00.

Additionally, the Visiox Amendment Agreement added three new covenants, which required Visiox to (i) use its

best commercial efforts to complete all labeling and compliance requirements necessary to distribute its current product inventory to

the extent reasonably acceptable to Visiox no later than June 30, 2024, (ii) raise capital in an amount no less than $500,000 on terms

reasonably acceptable to the Company on or before June 30, 2024, and (iii) from May 30, 2024 until immediately following the closing,

not make any expenditures in excess of $1,000 without the express approval of the Company, with the exception of ordinary payroll processing.

July 19, 2024, the Company delivered written notice to Visiox of its election to terminate the Visiox Merger Agreement and abandoned

the transactions contemplated thereby, primarily because the conditions to closing set forth in the Visiox Merger Agreement were not

satisfied or waived by June 30, 2024.

August 26, 2024, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Aspire Merger Agreement”)

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

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

The transactions contemplated by the Aspire Merger Agreement are intended to serve as the Company’s initial Business Combination.

September 5, 2024, and in connection with the due diligence process, the parties entered into an amendment agreement (the “First

Aspire Amendment Agreement”).

The First Aspire Amendment Agreement:

(i) adjusted the merger consideration to be consistent with

the aggregate post-closing ownership percentage of the Aspire stockholders that the parties had anticipated to be reflected in the consummation

of the proposed business combination, (ii) adjusted the size of the pool of available equity in the equity incentive plan for the initial

fiscal year following closing to be consistent with what the parties had anticipated to be reflected in the consummation of the proposed

business combination, and (iii) provided additional time for the parties to deliver disclosure schedules and conduct due diligence reviews.

October 9, 2024, and in connection with the due diligence process, the parties entered into another amendment agreement (the “Second

Aspire Amendment Agreement”), which provided additional time for the parties to deliver disclosure schedules and conduct due diligence

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

Substantially all activity from February 9, 2021 (inception) through

December 31, 2024 relates to the Company’s formation and initial public offering (“IPO”), which is described below

and, since the IPO, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until

after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form

of interest income earned on investments from the proceeds derived from the IPO.

The registration statement for the Company’s IPO

was declared effective on February 17, 2022.

On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units”

and, with respect to Class A ordinary share included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit,

generating gross proceeds of $ 250,000,000 , which is discussed in Note 3.

The Company has selected December 31 as its fiscal year end.

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 Company’s original sponsor, PowerUp Sponsor LLC

(the “Original Sponsor” and, together with the New Sponsor, the “Sponsors”) generating gross proceeds of $ 13,707,500

which is described in Note 4.

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 .

costs for the IPO amounted to $ 16,418,580 , consisting of $ 5,000,000 of underwriting fees, $ 10,812,500 of deferred underwriting fees payable

(which are held in the Trust Account (defined below)) and $ 606,080 of other costs.

As described in Note 6, the $ 10,812,500 of deferred

underwriting fee payable was contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement.

On June 28, 2023, the underwriters of the IPO, 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).

the closing of the IPO, $ 294,687,500 ($ 10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and the Private

Placement Warrants was placed in a trust account (“Trust Account”) and invested in U.S.

government securities, within the

meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with

a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company

meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company,

until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in January

2024, the Company instructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust

Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of an initial Business Combination

or the Company’s liquidation.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time it

enters into a definitive agreement for the initial Business Combination.

However, the Company will only complete a Business Combination

if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

There is no assurance the Company will be able to successfully effect a Business Combination.

Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 11.03 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There are no redemption rights with respect to the

Company’s warrants.

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and

Articles of Association”).

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption

provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside

of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial

carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20

“Debt with Conversion and other Options”.

The Public Shares are subject to ASC 480-10-S99.

If it is probable that the equity

instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from

the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest

redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying

amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the

changes immediately.

The Public Shares are redeemable and are classified as such on the consolidated balance sheet until such date that

a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

an agreement relating to an initial Business Combination.

If the Company seeks shareholder approval of a Business Combination, the Company

will proceed with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such

other vote as required by law or stock exchange rule.

If a shareholder vote is not required by applicable law or stock exchange listing

requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to

its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange

Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides

to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation

pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with

a Business Combination, the Original Sponsor agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased

during or after the IPO in favor of the Business Combination.

The New Sponsor is subject to this same obligation.

Additionally, each

Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for

or against the proposed Business Combination.

Notwithstanding

the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15 % or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.

Company’s Original Sponsor, and its initial officers and directors (the “Initial Shareholders”) agreed not to propose

an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation

to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders

with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

The New Sponsor and the Company’s

current officers and directors are subject to this same obligation.

May 18, 2023, the Company held an extraordinary general meeting of shareholders (the “2023 Extension Meeting”).

Extension Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and

Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2023 to

May 23, 2024 (the “2023 Extension Amendment”).

In connection with the approval of the 2023 Extension Amendment, holders of

26,946,271 of the Company’s Class A ordinary shares exercised their right to redeem those shares for cash at an approximate price

of $ 10.55 per share, for an aggregate of approximately $ 284 million.

the 2023 Extension Meeting, on May 18, 2023, those Initial Shareholders holding all of the issued and outstanding Class B ordinary shares

of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company on a one-for-one basis.

a result, 7,187,500 of the Company’s Class B ordinary shares were cancelled and 7,187,500 of the Company’s Class A ordinary

shares were issued to converting Class B shareholders.

August 14, 2023, the Company was notified by Equiniti Trust Company, LLC that the per share redemption price for the redemption of Public

Shares effected on May 18, 2023 should have been approximately $ 10.57 , which was approximately $ 0.02 higher than the approximately $ 10.55

per share previously paid.

The Company made a “true-up” payment in the amount of approximately $ 0.02 per share to the holders

of record as of April 19, 2023 that exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account.

On August 18, 2023, the Company made the true-up payment to the applicable holders in the aggregate amount of $ 632,968 .

April 13, 2023, the Company engaged J.V.B.

Financial Group, LLC, acting through its Cohen & Company Markets division (“CCM”)

to act as its capital markets advisor in connection with seeking an extension for completing a Business Combination.

The Company will

pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of a Business Combination.

On July 13, 2023, the Company amended the agreement with CCM.

As a result of the amendment, the Company will issue to CCM 80,000 Class

A ordinary shares of the Company, which are payable at the close of a Business Combination.

August 18, 2023, in connection with the closing of the transaction contemplated by the Purchase Agreement (defined below), each then

serving director tendered their resignations as members of the board of directors of the Company (the “Board”), each then

serving executive officer resigned from their positions as officers of the Company, and new persons were appointed to serve as officers

and directors of the Company.

May 22, 2024, the Company held an extraordinary general meeting of shareholders (the “2024 Extension Meeting”).

Extension Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and

Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2024 to

February 17, 2025 (the “2024 Extension Amendment”).

In connection with the approval of the 2024 Extension Amendment, holders

of 1,226,085 of the Company’s Class A ordinary shares exercised their right to redeem those shares for cash at an approximate price

of $ 11.24 per share, for an aggregate of approximately $ 13.8 million.

connection with the 2024 Extension Meeting, the Company and the New Sponsor entered into a non-redemption agreement (the “2024

Non-Redemption Agreement”) with an unaffiliated third-party shareholder in exchange for such shareholder agreeing not to redeem

(or to validly rescind any redemption requests on) 450,000 of the Company’s Class A ordinary shares (the “2024 Non-Redeemed

Shares”) in connection with the 2024 Extension Meeting.

In exchange for the commitment not to redeem the 450,000 Non-Redeemed Shares,

the New Sponsor has agreed to transfer to such shareholder 75,000 Class A ordinary shares of the Company held by the New Sponsor and

75,000 Class A ordinary shares which will be issued to the New Sponsor upon the closing of the Company’s initial Business Combination.

The 2024 Non-Redemption Agreement increased the amount of funds that remained in the Company’s Trust Account following the 2024

Extension Meeting.

the Company is unable to complete a Business Combination by February 17, 2025, and in the absence of the Company’s shareholders

approving an additional extension to the Company’s term, the Company will (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held

in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 of

interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish

Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject

to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s

remaining shareholders and the Company’s Board, dissolve and liquidate, subject in each case to the requirements of applicable

Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

a Business Combination by February 17, 2025, or during any additional extension period (the “Combination Period”).

if the Initial Shareholders acquired Public Shares in or after the IPO, they are entitled to liquidating distributions from the Trust

Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account.

event the Company does not complete a Business Combination within the Combination Period, it is possible that the per share value of

the residual assets remaining available for distribution (including Trust Account assets) will be approximately $ 11.43 per share held

in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company

if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with

which the Company has discussed entering into a Business Combination, reduce the amount of funds in the Trust Account.

This liability

will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in

or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the

extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsors will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent

registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements

waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

of December 31, 2024, the Company had $ 0 in its operating bank account and a working capital deficit of $ 15,570,205 .

As of December 31,

2024 and 2023, the Company had $ 6,668,522 and $ 19,901,169 in its trust account.

On May 18, 2023, 26,946,271 of the Company’s ordinary

shares were redeemed and as of December 31, 2023, $ 19,901,169 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.

As of December 31, 2024 and December 31, 2023, $ 548,676 and $ 5,813,213

of the amount in the Trust Account are represented as Interest earned on investments held in the Trust Account, respectively.

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.

TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Biopharma Holdings, Inc.

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

Islands exempted company, on February 9, 2021, then domesticated to Delaware as a corporation on February 17, 2025.

On February 17,

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

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

for novel sublingual delivery mechanisms initially for known drugs and supplements, such as aspirin and caffeine

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

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

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

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

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

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

pursuant to the terms of the Aspire Merger Agreement.

In connection with the consummation of the Reverse Recapitalization, the Company changed

its name from PowerUp Acquisition Corp.

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

Company has two wholly-owned subsidiaries, Aspire Biopharma Inc., a Delaware corporation, formed on October 8, 2021, and Buzz Bomb

LC, a Utah corporation, formed on May 5, 2025.

LIQUIDITY AND GOING CONCERN

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States (“US GAAP”) issued by the Financial Accounting Standard Board’s (“FASB”), expressed in U.S.

References to US GAAP issued by the FASB in these

accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).

January 16, 2026, the Company effected a 1-for-40

reverse stock split with respect to our common stock (the “Reverse Split”).

All share and per share information in these

consolidated financial statements give effect to this reverse stock split, including restating prior period reported

Reverse Split had no effect on the Company’s authorized number of shares of common stock par value of common stock, the warrants

outstanding, total assets, total liabilities or stockholders’ deficit.

We restated our common stock outstanding (shares and amount)

and the value of our additional paid-in capital (“APIC”) to reflect the number of shares outstanding after the Reverse Split.

of Consolidation

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

All significant intercompany

balances and transactions have been eliminated in consolidation.

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

All significant

intercompany balances and transactions have been eliminated in consolidation.

Growth Company

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

Actual results could differ from those estimates.

and Cash Equivalents

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

The Company did no t have any cash equivalents as of December 31, 2024 and 2023.

and Investment Held in Trust Account

December 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at

a bank, and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S.

Treasury securities.

Company’s investments held in the Trust Account at December 31, 2023 are classified as trading securities.

Trading securities are

presented on the consolidated balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change

in the fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account

in the accompanying consolidated statements of operations.

The estimated fair values of investments held in Trust Account are determined

using available market information.

Costs associated with the Initial Public Offering

costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs amounted

to $ 16,418,580 as a result of the IPO consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting fees payable,

and $ 606,080 of other offering costs.

This amount was charged to shareholders’ deficit upon the completion of the IPO.

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.

The measure of segment assets

is reported on the consolidated balance sheets 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.

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 consolidated statements of operations, are the significant segment expenses provided to the CODM

on a regular basis.

Concentration

of credit risk

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

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

At December 31, 2024 and 2023, the

Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such

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

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

Any loss incurred

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

and cash flows.

As of December 31, 2025 and 2024, the Company had $ 550,130 and $ 0 , respectively in deposits in U.S banks in excess of

the FDIC limit.

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

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

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

and Cash Equivalents

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

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

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820,

“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated

balance sheet, primarily due to their short-term nature.

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

ASC 740 requires the recognition

of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax

basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax

assets will not be realized.

value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants as of the measurement date.

The authoritative guidance establishes a hierarchy for inputs used

in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the

most observable inputs be used when available.

Observable inputs are from sources independent of the Company.

Unobservable inputs reflect

the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon

the best information available in the circumstances.

The categorization of financial assets and liabilities within the valuation hierarchy

is based upon the lowest level of input that is significant to the fair value measurement.

The hierarchy is broken down into three levels:

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

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

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

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

directly or indirectly.

Inputs are unobservable for the asset or liability.

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

relatively short maturities.

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

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

period and the creditworthiness of the Company.

All of the Company’s debt is carried on the consolidated balance sheets on a historical

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

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

of accounting for inventory.

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

or in excess of future demand.

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

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

no impairment charges during the years ended December 31, 2025 and 2024 and there were no allowances or reserves reducing the cost basis of inventories as of December 31, 2025 and 2024.

and Development Cost

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

R&D costs are expensed as incurred.

Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The core principle of the

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

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

achieve the core principle, the Company applied the following five-step model that requires entities to exercise

Identify the contracts or agreements with a customer:

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

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

Orders placed by customers constitute the

Company’s contracts with customers.

Identifying the performance obligations in the contract or agreement:

The contract with the customer contains a single performance obligation:

fulfilment of the customer’s order.

Determine the transaction price:

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

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

The transaction

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

Allocate the transaction price to the separate performance obligations:

All transaction prices are allocated to the single performance

Recognize revenue as each performance obligation is satisfied:

This performance obligation is satisfied when control of the product is

transferred to the customer, which generally occurs upon shipment.

The Company receives orders for products to be delivered over multiple

dates that may extend across reporting periods.

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

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

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

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

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

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

associated with the manufacturing, storage and distribution of its products.

The Company also may include certain period costs related to manufacturing

services and inventory adjustments in cost of revenue.

Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”).

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax

assets to the amount expected to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

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

or material deviation from its position.

Company files income tax returns with the United States and the state of Utah.

Examinations by the United States and state tax

authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax

jurisdictions and compliance with federal and state tax laws.

As of December 31, 2025, the 2025 inception year is subject to

examination for U.S.

federal and state purposes.

July 2025, the One Big Beautiful Bill Act (Public Law 119-21) was enacted.

The Company recognized the income tax effects of the legislation

in the period of enactment in accordance with ASC 740.

The legislation did not have a material impact on the Company’s consolidated

financial statements for the year ended December 31, 2025.

The Company will continue to evaluate the impact of the legislation on future

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

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

not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

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

31, 2024 and 2023.

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

or material deviation from its position.

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

in the Cayman Islands or the United States.

Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing

Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and

is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

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

The Company’s

Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

of uncertain future events.

Accordingly, at December 31, 2024 and 2023, 577,644 and 1,803,729 ordinary shares, respectively, subject

to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated

balance sheets.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares

to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of the redeemable ordinary

shares are affected by charges against additional paid-in capital and accumulated deficit.

December 31, 2024 and 2023, the redeemable ordinary shares subject to possible redemption reflected in the consolidated balance sheet

is reconciled in the following table:

SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

Redeemable ordinary shares subject to possible redemption at December 31, 2023

Remeasurement of carrying value to redemption value

( 13,781,323 )

Redeemable ordinary shares subject to possible redemption at December 31, 2024

(Loss) Income per Ordinary Share

Company has two classes of shares, which are referred to as Class A ordinary shares (the “Ordinary Shares”) and Class B ordinary

shares (the “Founder Shares”).

Earnings and losses are shared pro rata between the two classes of shares.

Public and private

warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022.

At December 31, 2024, no warrants

have been exercised.

The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded

from diluted earnings per share for years ended December 31, 2024 and 2023, because the warrants are contingently exercisable, and the

contingencies have not yet been met.

As a result, diluted income per ordinary share is the same as basic income per ordinary share for

all periods presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net

income per share for each class of ordinary shares.

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

and diluted net (loss) income per share:

of net (loss) income

average shares outstanding

and diluted net (loss) income per share

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 ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the instruments are free standing consolidated 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 common 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, was conducted at the time of warrant issuance and as of each subsequent

period end date while the instruments are outstanding.

Management has concluded that the Public Warrants (as defined below) and Private

Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Accounting Pronouncements

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

If a tax benefit meets this criterion,

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

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

The Company is

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

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

The Company did no t recognize

interest or penalties on its consolidated statements of operations during the years ended December 31, 2025 and 2024.

Loss Per Share

Company accounts for net loss per share in accordance with ASC 260, Earnings Per Share (“ASC 260”), which basic net income (loss) per share

is computed by dividing net loss by the weighted-average shares outstanding for the year.

Diluted net loss per share is computed

giving effect to all potentially dilutive common stock and common stock equivalents, including public and private placement warrants

and the convertible promissory notes.

Basic and diluted net loss per share were the same for all years presented as we were in a

loss position for all periods.

Company accounts for stock-based compensation arrangements granted to employees and vendors in accordance with ASC 718,

Compensation-Stock Compensation (“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.

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 non-operating

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.

Issued Accounting Pronouncements

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 consolidated financial

statements and disclosures.

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

Improvements to Reportable Segment

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 resources.

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.

INITIAL PUBLIC OFFERING

to the IPO, the Company sold 28,750,000 Units at a price of $ 10.00 per Unit.

Each Unit consisted of one Class A ordinary share and one-half

of a redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one whole Class A

ordinary share at a price of $ 11.50 per whole share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT WARRANTS

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.

Original Sponsor and the Company’s initial officers and directors agreed, subject to limited exceptions, not to transfer, assign

or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

The New Sponsor

and the Company’s current officers and directors are subject to this same obligation.

Improvements to Income Tax Disclosures, which requires

disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital

allocation decisions.

The standard was effective for public companies for fiscal years beginning after December 15, 2024.

Early adoption

is permitted.

The Company adopted this accounting pronouncement.

There was no material effect on the Company consolidated financial statements.

November 4, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosure (DISE), requiring additional disclosure of the nature of expenses included in the consolidated statements of operations.

The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the

statements of operations as well as disclosures about selling expenses.

The standard is effective for annual reporting periods

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

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.

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

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

After giving effect to the Reverse Recapitalization,

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

Corp.) (“New Aspire”).

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

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

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

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

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

Also, prior to the Closing

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

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

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

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

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

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

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

Domestication”), prior to the consummation of the Reverse 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 had not been previously separated into the underlying

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

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

right to acquire one share of New Aspire Common Stock at an exercise price of $ 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.

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 (“Cobra”), a single member entity controlled by Aspire’s former Director of Investor

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

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

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

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

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

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

The conversion price per share

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

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

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

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

connection with the Reverse 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.

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

total transaction costs of $ 545,543 .

The following table reconciles the elements of the Reverse Recapitalization to the consolidated statement

of cash flows and the consolidated statement of changes in stockholders’ deficit for the year ended December 31, 2025:

SCHEDULE OF RECONCILES THE ELEMENTS OF THE BUSINESS COMBINATION

Cash-trust and cash, net of redemptions

transaction costs,

Net proceeds from the Reverse Recapitalization

accounts payable, accrued liabilities

and other current liabilities combined

( 1,577,057 )

Promissory note fee – related party

( 1,000,000 )

Subscription agreement loans combined

( 1,828,098 )

Loan and transfer note payable combined

Forward purchase agreement liability

other assets, net

Reverse recapitalization,

$ ( 4,602,576 )

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

SCHEDULE OF CONSUMMATION OF THE BUSINESS COMBINATION

PowerUp Class A common stock, outstanding

prior to the Reverse Recapitalization

Redemption of PowerUp

Class A common stock

Class A common stock of PowerUp

PowerUp Class B common

stock, outstanding prior to the Reverse Recapitalization

Reverse Recapitalization Class A common stock, before giving effect to the 1-for-40 reverse split

Reverse Recapitalization Class

A common stock, after giving effect to the 1-for-40 reverse split

Issuance of shares related working capital

Aspire Biopharma, Inc.

Stock immediately after the Reverse Recapitalization, after giving effect to the 1-for-40 reverse split

number of Aspire Biopharma, Inc.

shares was determined as follows after giving effect to the Reverse Split described in Note 3:

SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO

Biopharma, Inc Shares

Shares after conversion ratio

Common Stock issued to existing

Aspire Biopharma, Inc.

Common Stock obligation

shares issued

Number of Shares

and private placement warrants

359,974 Public Warrants issued at the time of the PowerUp’s initial public offering, and 244,083 warrants, after giving effect to the 1 for 40 reverse stock split, issued in connection

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

outstanding and became warrants for the Company (See Note 12 - Fair Value Measurements).

RELATED PARTY TRANSACTIONS

February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company’s 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

then owned an aggregate of 6,468,750 Class B ordinary shares.

On February 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

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 in this Note 5.

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

(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 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.

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.

and transfer agreements

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

or certain affiliates of PowerUp loaned monies for working capital purposes (“Working Capital Loans”) by entering into

several Loan and Transfer Agreements.

Upon completion of the Reverse Recapitalization, the Company would repay the Working Capital Loans

out of the proceeds of the Trust Account released to the Company.

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

funds held outside the Trust Account.

In the event that a Reverse Recapitalization did not close, the Company had the option to use a

portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account

could be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Reverse Recapitalization, without interest, or, at the lender’s discretion, up to $ 1.5

million of such Working Capital Loans may be convertible into warrants of the post Reverse Recapitalization entity at a price of $ 1.50

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2024 and 2023,

$ 499,213 and $ 155,848 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

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

(“SSVK”), pursuant to which SSVK loaned an aggregate of $ 250,000

to the New Sponsor, and, in turn, the New Sponsor loaned $ 250,000

to the Company.

On February 17, 2025, the Company assumed $ 250,000

of liabilities related to this agreement.

As of December 31, 2025 and 2024, 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 $ 33,491

and $ 143,464 , respectively.

During the year ended December

31, 2024 and 2023, the Company recorded $ 425,436

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.

in borrowings under the agreement, respectively, and included in loan and transfer notes payable-related party and included in loan

and transfer notes payable-related party on the accompanying consolidated balance sheets.

The debt discount was fully amortized to

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

Reverse Recapitalization.

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

pursuant to which Apogee loaned an aggregate of $ 50,000

to the New Sponsor, and, in turn, the New Sponsor loaned the $ 50,000

to the Company.

On February 17, 2025, the Company assumed $ 50,000

of liabilities related to this agreement.

At the close of the Reverse Recapitalization, Apogee was issued 1,250

shares of Common Stock after giving effect to the 1 for 40 reverse stock split as commitment fees pursuant to this agreement.

December 31, 2025 and 2024, there was $ 50,000

in borrowings under the agreement, respectively, and included in loan and transfer notes payable-related party on the accompanying

consolidated balance sheets.

The debt discount was fully amortized to interest expense as a non-cash charge over the term of the

loan and transfer liability ending at the date of consummation of the Reverse Recapitalization.

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

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

On February 17, 2025,

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

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

$ 0 in borrowings under the agreement, respectively, and included in loan and transfer notes payable-related party on the accompanying

consolidated balance sheets.

The debt discount was fully amortized to interest expense as a non-cash charge over the term of the loan

and transfer liability ending at the date of consummation of the Reverse Recapitalization.

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.

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

During the year ended December 31, 2024, the Company recorded $ 425,436 of

interest expense related to the amortization of the debt discount.

to ASC 470, the Company recorded the fair value of the loan and transfer liability on the consolidated balance sheets using the relative

fair value method and the related amortization of the debt discount on its consolidated statements of operations.

The initial fair value

of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model (“PWERM”).

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

the New Sponsor, Visiox, VKSS Capital, LLC, an affiliate of, and an entity under common control with, the New Sponsor (the “Affiliate”),

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

As of December 31, 2025 and

2024, there was $ 50,000 and $ 0 in borrowings under the agreement, respectively, and included in loan and transfer notes payable-related

party on the accompanying consolidated balance sheets.

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

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

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

New Sponsor, Visiox, VKSS Capital, LLC, an affiliate of, and an entity under common control with, the New Sponsor (the “Affiliate”),

and four separate investors (each, an “Investor”), whereby the Investors collectively contributed to New Sponsor a total

of $ 1,000,000 (the “First Contribution”).

The New Sponsor utilized the First Contribution to support the Company’s

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

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

loans and advances, the “March Loan”).

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

the New Sponsor, the Affiliate, and the four separate Investors, whereby, the Investors collectively contributed to the New Sponsor a

total of $ 500,000 (the “Second Contribution”) and, in turn, the New Sponsor loaned $ 500,000 to the Company (the “May

At December 31, 2024, approximately $ 500,000 was funded on the May Loan.

Company analyzed its First Subscription Agreements and Second Subscription Agreements under ASC 480 “Distinguishing Liabilities

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

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

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

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

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

New Sponsor, the Affiliate, and four separate Investors, whereby, the Investors collectively contributed to the New Sponsor a total of

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

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

480”) and ASC 815, Derivatives and Hedging (“ASC 815”) and concluded that bifurcation of a single derivative that comprises

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

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

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

sheets using the relative fair value method.

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

Scholes and Probability Weighted Expected Return Model.

Administrative

Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business

Combination and the Company’s liquidation, to pay an affiliate of the Original Sponsor a monthly fee of $ 10,000 for office space,

secretarial and administrative services.

For the year ended December 31, 2024 and 2023, the Company has incurred $ 120,000 and $ 120,000 ,

respectively, of expenses under this arrangement.

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

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

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

COMMITMENTS AND CONTINGENCIES

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any,

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

These holders are entitled to

certain demand and “piggyback” registration rights.

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

of any such registration statements.

Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 3,750,000 additional

Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On February 23, 2022, the underwriters

elected to fully exercise the over-allotment option purchasing 3,750,000 Units.

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 have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid upon the

closing of the Business Combination ($ 750,000 in the aggregate).

In addition, the underwriters were originally entitled to a deferred

underwriting commission 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 agreement.

June 28, 2023, the underwriters agreed to waive their entitlement to the deferred underwriting commissions of $ 10,812,500 in accordance

with 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.

Non-Redemption

Original Sponsor entered into non-redemption agreements (the “2023 Non-redemption Agreements”) with various shareholders

of the Company (the “2023 Non-Redeeming Shareholders”), pursuant to which these shareholders agreed not to redeem a portion

of their Class A ordinary shares (the “2023 Non-Redeemed Shares”) solely in connection with the 2023 Extension Meeting, but

such shareholders retained their right to require the Company to redeem such 2023 Non-Redeemed Shares in connection with the closing

of an initial Business Combination.

The Original Sponsor agreed to transfer to such 2023 Non-Redeeming Shareholders an aggregate of 750,000

the Founder Shares held by the Original Sponsor immediately following the consummation of an initial Business Combination.

estimated the aggregate fair value of such 750,000 Founder Shares transferrable to the 2023 Non-Redeeming Shareholders pursuant to the

non-redemption agreements to be $ 118,298 or approximately $ 0.15 per share.

The fair value was determined using the probability of a successful

Business Combination of 5 %, a volatility of 1.6 %, a discount for lack or marketability of 4.14 %, and the average value per shares as

of the valuation date of $ 10.51 derived from an option pricing model for publicly traded warrants.

Each 2023 Non-Redeeming Shareholder

acquired from the Original Sponsor an indirect economic interest in such Founder Shares.

Company and the New Sponsor entered into the 2024 Non-Redemption Agreement with an unaffiliated third-party shareholder (the “2024

Non-Redeeming Shareholder”) in exchange for such shareholder agreeing not to redeem (or to validly rescind any redemption requests

on) 450,000 2024 Non-Redeemed Shares in connection with the 2024 Extension Meeting.

In exchange for the commitment not to redeem the

450,000 2024 Non-Redeemed Shares, the New Sponsor has agreed to transfer to such shareholder 75,000 Class A ordinary shares of the Company

held by the New Sponsor and 75,000 Class A ordinary shares which will be issued to the New Sponsor upon the closing of the Company’s

initial Business Combination.

The Company estimated the aggregate fair value of such 150,000 Founder Shares transferrable to the 2024

Non-Redeeming Shareholder pursuant to the non-redemption agreements to be $ 784,302 .

The fair value was determined using the probability

of a successful Business Combination of 50 %, a discount for lack or marketability of 5.16 %, and the average value per shares as of the

valuation date of $ 11.81 derived from an option pricing model for publicly traded warrants.

The 2024 Non-Redeeming Shareholder acquired

from the New Sponsor an indirect economic interest in such Founder Shares.

excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic

Accordingly, in substance, it was recognized by the Company as a capital contribution by the New Sponsor to induce these 2023 Non-Redeeming

Shareholders and 2024 Non-Redeeming Shareholder not to redeem the 2023 Non-Redeemed Shares and 2024 Non-Redeemed Shares, with a corresponding

charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

July 14, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with the New Sponsor and the Original

Sponsor, pursuant to which the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333

private placement warrants, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February

22, 2022, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement), for an aggregate

purchase price of $ 1.00 payable at the time of the initial Business Combination.

On August 18, 2023, the parties to the Purchase Agreement

closed the transactions contemplated thereby.

April 13, 2023, the Company engaged CCM to act as its capital markets advisor in connection with seeking an extension for completing

a Business Combination.

The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which

is payable at the close of Business Combination.

On July 13, 2023, the Company amended the agreement with CCM.

As a result of the amendment,

the Company will pay CCM 80,000 Class A ordinary shares of the Company, which is payable at the close of a Business Combination.

fair value of the equity shares at the grant date which will be determined upon the consummation of a Business Combination.

Agreement with Visiox

December 26, 2023, the Company entered into the Visiox Merger Agreement with PowerUp Merger Sub Inc., the New Sponsor, Visiox, and Ryan

Bleeks, in the capacity as the seller representative.

Pursuant to the Visiox Merger Agreement, among other things, the parties intended

to effect the merger of PowerUp Merger Sub Inc.

with and into Visiox, with Visiox continuing as the surviving entity (the “Visiox

Merger”), as a result of which all of the issued and outstanding capital stock of Visiox were to be exchanged for shares of common

stock of PowerUp (the “Visiox Share Exchange”) subject to the conditions set forth in the Visiox Merger Agreement, with Visiox

surviving the Visiox Share Exchange as a wholly owned subsidiary of PowerUp.

to the closing date, and subject to the satisfaction or waiver of the conditions of the Visiox Merger Agreement, PowerUp was to migrate

out of the Cayman Islands and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman

Islands Companies Act.

Agreement with Visiox

June 6, 2024, the parties to the Visiox Merger Agreement entered into the Amendment Agreement.

The Amendment Agreement extended the Outside

Date (as defined in the Visiox Merger Agreement) from May 31, 2024 to June 30, 2024, increased the Company’s indebtedness cap from

$ 1 million to $ 2 million, eliminated the requirement that the Company have net tangible assets of at least $ 5,000,001 at the time of

the closing, and reduced the Minimum Cash Condition (as defined in the Visiox Merger Agreement) from $5 million to $1.00.

Additionally,

the Amendment Agreement added three new covenants, which required Visiox to (i) use its best commercial efforts to complete all labeling

and compliance requirements necessary to distribute its current product inventory to the extent reasonably acceptable to Visiox no later

than June 30, 2024, (ii) raise capital in an amount no less than $500,000 on terms reasonably acceptable to the Company on or before

June 30, 2024, and (iii) from May 30, 2024 until immediately following the closing, not make any expenditures in excess of $1,000 without

the express approval of the Company, with the exception of ordinary payroll processing.

of Merger with Visiox

July 19, 2024, the Company delivered written notice to Visiox of its election to terminate the Visiox Merger Agreement and abandoned

the transactions contemplated thereby, primarily because the conditions to closing set forth in the Visiox Merger Agreement were not

satisfied or waived by June 30, 2024.

Agreement with Aspire

August 26, 2024, the Company entered into the Aspire Merger Agreement with Merger Sub, the New Sponsor, Stephen Quesenberry, in the capacity

as the seller, and Aspire.

The transactions contemplated by the Aspire Merger Agreement are intended to serve as the Company’s

initial Business Combination.

Agreements with Aspire

September 5, 2024, and in connection with the due diligence process, the parties entered into the First Aspire Amendment Agreement.

First Aspire Amendment Agreement:

(i) adjusted the Merger Consideration (as defined in the Aspire Merger Agreement) to be consistent

with the aggregate post-closing ownership percentage of the Aspire stockholders that the parties had anticipated to be reflected in the

consummation of the proposed business combination, (ii) adjusted the size of the pool of available equity in the equity incentive plan

for the initial fiscal year following closing to be consistent with what the parties had anticipated to be reflected in the consummation

of the proposed business combination, and (iii) provided additional time for the parties to deliver disclosure schedules and conduct

due diligence reviews.

October 9, 2024, and in connection with the due diligence process, the parties entered into the Second Aspire Amendment Agreement, which

provided additional time for the parties to deliver disclosure schedules and conduct due diligence reviews.

Promissory Note

October 2, 2024, the Company entered into a Promissory Note Fee Agreement with Sponsor (the “Promissory Note

Fee Agreement”).

Pursuant to the Promissory Note Fee Agreement, the Company and Sponsor agreed that Sponsor took a significant

risk on behalf of the Company by entering into the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee,

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

as a result of the termination of the Visiox BCA.

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

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

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

Subscription Agreement

December 18, 2024, and effective December 13, 2024, the Company entered into (i) a subscription agreement (the

“Blackstone Subscription Agreement”), (ii) a promissory note (the “Blackstone Note”), and (iii) a

registration rights agreement (the “RRA”) with Blackstone Capital Advisors, Inc.

(“Blackstone”), an entity

controlled by Aspire’s former Director of Investor Relations, Lance Friedman (all transactions contemplated by such

agreements, collectively, the “Blackstone Transaction”).

Pursuant to the terms of the Blackstone Transaction, Blackstone

may loan up to an aggregate principal amount of $ 500,000

to the Company, with an original issue discount of twenty percent ( 20 %).

As of the date of this Current Report on Form 8-K, the aggregate principal amount loaned equals $ 264,142.05 .

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

1, 2025 or (ii) the date that the Company receives gross proceeds of at least $ 5,000,000

in an offering of its debt or equity securities.

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

ten percent ( 10 %).

Interest will be due and payable on the maturity date.

Additionally, the Company will pay Blackstone an exit fee equal to ten

percent ( 10 %)

of the principal amount and accrued interest on the maturity date.

Upon the closing of the Business Combination, the Sponsor will

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

“Commitment Shares”).

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

registration statement filed by the Company in connection with a Qualified Offering (as defined in the Blackstone Subscription

Agreement), if any.

Blackstone Subscription Agreement, Blackstone Note, and RRA contain customary representations, warranties, agreements, indemnification

rights and obligations of the parties.

The Company offered and will issue the securities in reliance upon the exemptions from registration

contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

foregoing descriptions of the Blackstone Subscription Agreement, Blackstone Note, and RRA are qualified in their entirety by reference

to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and each of

which is incorporated herein in its entirety by reference.

The representations, warranties and covenants contained in such agreements

were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements

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

SHAREHOLDERS’ DEFICIT

Shares —The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations,

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

At December 31, 2024 and 2023, there were

no preference shares issued or outstanding.

A ordinary shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2024 and 2023, there were 7,187,500 Class A ordinary shares issued and outstanding (excluding 577,644 and 1,803,729

Class A ordinary shares subject to possible redemption, respectively, as of December 31, 2024 and 2023).

B ordinary shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2024 and 2023, there were 0 Class B ordinary shares outstanding.

there are any Class B ordinary shares outstanding at the time of the initial Business Combination, such shares will automatically convert

into Class A ordinary shares on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked

securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business

Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders

of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance)

so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on

an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO (irrespective

of whether or not such ordinary shares are redeemed in connection with the initial Business Combination) plus all Class A ordinary shares

and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked

securities issued, or to be issued, to any seller in our initial Business Combination, and any ordinary shares issued upon exercise of

private placement warrants issued to the Sponsors or their affiliates upon conversion of loans made to us).

Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing

The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle

such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants

is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders

seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities

laws of the state of the exercising holder, or an exemption is available.

Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,

it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration

statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants.

The Company will use its best efforts

to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating

thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

No warrants will be exercisable

for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable

upon exercise of the warrants and a current prospectus relating to such ordinary shares.

Notwithstanding the foregoing, if a registration

statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified

period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants

on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

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

whole and not in part;

a price of $ 0.01 per warrant;

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

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

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

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

to the warrant holders.

and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon

exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable

to effect such registration or qualification.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary

shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or

recapitalization, reorganization, merger, or consolidation.

However, except as described below, the warrants will not be adjusted for

issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash

settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates

the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will

they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

the warrants may expire worthless.

addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of

any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates,

as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination

on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading

price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the

Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise

price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued

Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of

the greater of the Market Value and the Newly Issued Price.

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

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

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

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

to account for the fair value of the Public Warrants issued in the IPO, the Company used Black Scholes Model to allocate cost to the

Public Warrants on IPO.

The key assumptions in the option pricing model utilized are assumptions related to expected share-price

volatility, expected term, risk-free interest rate and dividend yield.

The expected volatility as of the IPO closing date was

derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020

The risk-free interest rate is based on the interpolated U.S.

Constant Maturity Treasury yield.

The expected term of the

warrants is assumed to be six

months until the close of a Business Combination, and the contractual five-year

5 term subsequently.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

FAIR VALUE MEASUREMENTS

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

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

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

December 31, 2024 the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank and at December

31, 2023, the assets held in the Trust Account were held in treasury funds.

At December 31, 2023 the Company’s investments held

in the Trust Account are classified as trading securities.

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

basis at December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value.

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

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

December 31, 2024

Investment held in Trust Account

Subscription Agreement loan

Loan and Transfer notes payable

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

December 31, 2023

Investment held in Trust Account

discussed in Note 6, the fair values of the subscription liabilities related to advances made to, or on behalf of the Company under such

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

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

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

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

values the conversion features within the convertible debt.

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

probability-weighted present value of various future outcomes.

The estimated fair value of the Financial Liabilities Component is determined

using Level 3 inputs.

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

interest rate.

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

OF SUBSCRIPTION FINANCIAL LIABILITIES

Term Remaining

Risk-Free Rate

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

OF FAIR VALUE OF FINANCIAL LIABILITIES

Initial Subscription Agreement loans at March 5, 2024

Initial Financial Liabilities - SPAC loans

Change in fair value

Subscription Agreement loans at December 31, 2024

Financial Liabilities - SPAC loans

discussed in Note 5, the Company fair values the Loan and Transfer notes payable are classified and accounted for as a financial liability

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

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

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

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

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

The estimated

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

Inherent in the pricing models are assumptions

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

There were no draws for the year ended December

therefore, no valuation was required.

key inputs of the models used to value the Company’s Loan and Transfer notes payable as of December 31, 2024 were:

OF LOAN AND TRANSFER NOTE PAYABLE

Term Remaining

Risk-Free Rate

change in the fair value of Loan and Transfer notes payable measured using Level 3 inputs, for December 31, 2024 is summarized as follows:

OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE

Loan and Transfer notes payable at December 31, 2023

Change in fair value

Loan and Transfer notes payable at December 31, 2024

SEGMENT INFORMATION

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information

about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components

of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating

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

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

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

financial performance.

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

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

statement of operations as net loss.

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

When evaluating

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

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

SCHEDULE OF SEVERAL KEY METRICS INCLUDED IN NET

LOSS AND TOTAL ASSETS

Trust Account

For the Year Ended December 31, 2024

For the Year Ended December 31, 2023

General and administrative expenses

Interest earned on the Trust Account

CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

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

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

The CODM also reviews general and administrative

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

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

regular basis.

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

SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated

financial statements were available to be issued.

Other than described below, there have been no events that have occurred that would

require adjustments to the disclosures of the consolidated financial statements.

further described in Note 1, on February 17, 2025, the Company completed its Business Combination with Aspire.

BIOPHARMA, INC.

31, 2024 & DECEMBER 31, 2023

INDEPENDENT AUDITOR’S REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENT OF OPERATIONS

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

all Board of Directors and Shareholders

Biopharma Inc.

ON THE CONSOLIDATED FINANCIAL STATEMENTS

have audited the accompanying consolidated balance sheets of Aspire Biopharma Inc.

(the “company”) as of December

31, 2024 and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended December

31, 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of Aspire Biopharma Inc as of December 31, 2024, and the results of

its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the entity in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

ABILITY TO CONTINUE AS A GOING CONCERN

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

3 to the financial statements, the Company’s operating losses raise substantial doubt about its ability to continue as a going

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

AUDIT MATTERS

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit

& Associates CPA LLC

have served as the Company’s auditor since 2024.

ID Number 6797

BIOPHARMA, INC.

BALANCE SHEETS

December 31, 2024

December 31, 2023

Current Assets:

CURRENT ASSETS

Prepaid Expenses

Subscriptions Receivable

Total Current Assets

LIABILITIES AND STOCKHOLDERS EQUITY:

Current Liabilities:

CURRENT LIABILITIES

Accounts Payable

Short-term loans from shareholders

Other Current Liabilities

Total Current Liabilities

Total Liabilities

TOTAL LIABILITIES

Stockholders’ Equity:

SHAREHOLDERS’ DEFICIT

Series A Preferred stock, par value $ 0.0001 , 25,000,000 shares authorized, 322,059 outstanding

Common stock, par value $ 0.00005 , 750,000,000 shares authorized, 440,000,000 outstanding

Additional paid-in-capital

Accumulated Deficit

( 2,777,233 )

( 1,467,361 )

( 1,540,088 )

Total shareholders’ deficit

( 1,540,088 )

TOTAL LIABILITIES AND EQUITY

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

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

BIOPHARMA, INC.

STATEMENT OF OPERATIONS

YEAR ENDING DECEMBER 31

FOR THE YEAR ENDING

Gross Receipts

COST OF REVENUE

Cost of goods sold

Total cost of revenue

OPERATING EXPENSES

Research and development

Marketing and sales

General and administrative

General and administrative expenses

Total operating expenses

OTHER INCOME (EXPENSE)

Other income (expense):

Interest expense, net of interest income

Interest expense – debt discount

Total other income (expense)

Total other income, net

Net gain/(loss) before income tax provision

( 1,308,859 )

Provision for Income Taxes

NET GAIN (LOSS)

$ ( 1,309,872 )

$ ( 359,070 )

Net (loss) income

( 1,309,872 )

Loss per share - basic and diluted

Weighted average number of shares outstanding - basic and diluted

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

BIOPHARMA, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDING DECEMBER 31, 2024 AND 2023

Balance - December 31, 2023

$ ( 1,467,361 )

$ ( 487,861 )

Issuance of common stock for cash

Issuance of preferred stock for cash

Net (loss) gain for the period

( 1,309,872 )

Balance -December 31, 2024

$ ( 2,777,233 )

$ ( 1,540,088 )

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

BIOPHARMA, INC.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDING

OPERATING ACTIVITIES:

Cash Flows from Operating Activities:

$ ( 1,309,872 )

$ ( 359,070 )

to reconcile net loss to net cash flow

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation and amortization

Increase in current assets

Prepaid expenses

Subscription Receivable

Increase in current assets

Increase in current liabilities

Accounts payable and accrued liabilities

Short-term loans from shareholders (net)

Increase in current liabilities

Net cash flow (used in) / provided by operating activities

Net cash used in operating activities

INVESTING ACTIVITIES:

Cash Flows from Investing Activities:

Net cash flow provided

by investing activities

Net cash provided by (used in) investing activities

FINANCING ACTIVITIES:

Cash Flows from Financing Activities:

Series A Preferred stock, par value $0.0001

Additional paid in capital

Net cash flow provided

by financing activities

Net cash used in by financing activities

Net (decrease) increase in cash

NET CHANGE IN CASH

Cash at beginning of period

Cash at end of period

CASH, BEGINNING OF THE PERIOD

CASH, END OF THE PERIOD

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for income taxes

Supplemental disclosure of cash flow information:

Note Payable addition from OID

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

BIOPHARMA, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Biopharma Inc.

(the “Company”) was incorporated in Puerto Rico on September 28, 2021.

The Company’s address is 194

Candelaro Drive, Suite 223, Humacao, PR, 00791 and our website is www.aspirebiolabs.com.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America.

Company identified errors in its accounting for historical common stock equity issuances.

Specifically, the Company originally recorded

the par value at $ 0.01 when the correct par value is $ 0.001 i.e $ 0.00005 post-split par value.

The errors resulted in a $ 199,500 overstatement

of common stock par value, and a corresponding understatement of additional paid in capital.

In addition, the company overstated common

shares outstanding by three million shares ( 150,000 pre-20 for 1 split that was effective on May 19, 2023) in its 2023 and 2022 financial

statements due to a discrepancy in one subscription agreement.

effect of the restatement of the Balance Sheets for December 31, 2023, is as follows:

SCHEDULE OF RESTATEMENT CONSOLIDATED FINANCIAL STATEMENTS

As Previously Reported

Effect of the

December 31, 2023

Current Assets:

Prepaid Expenses

Total Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Current Liabilities:

Accounts Payable

Short-term loans from shareholders

Other Current Liabilities

Total Current Liabilities

Total Long-Term Liabilities

Total Liabilities

Stockholders Equity:

Common stock - Par Value $ 0.001

Additional paid-in-capital

Accumulated Deficit

( 1,467,361 )

TOTAL LIABILITIES AND EQUITY

preparation of financial statements in conformity with GAAP requires 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 amount of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception,

which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk

of loss in value.

receivables are recorded at the invoice amount and do not bear interest.

and Equipment

Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the

assets, generally from three to seven years.

Upon sale or disposal of property and equipment, the related asset cost and accumulated

depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations.

Intangible Assets

intangible assets established in connection with business combinations consist of trade secrets, patents, proprietary methodologies,

commercial and scientist relationships, R&D, trademarks, and brand equity.

These assets are not yet separately valued in the financial

As such, the assets were not assigned useful lives as those were not determinable at the time those assets were acquired

and recorded.

However, as part of the merger process, the company plans to complete a valuation exercise to determine the asset fair

value as well as the allocation for all intangible assets.

The impairment test for identifiable indefinite-lived intangible assets consists

of a comparison of the estimated fair value of the intangible asset with its carrying value.

If the carrying value exceeds its fair value,

an impairment loss is recognized in an amount equal to that excess.

With the acquisition of Instaprin Pharmaceutical, Inc.’s assets

on March 28, 2022 the Company added a value of $ 4,844,982 in patents and trademarks to its balance sheet (see Note 7 below).

of December 31, 2024, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is

Company applies Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 606, Revenue from Contracts

with Customers (ASC 606).

ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from

contracts with customers and supersedes all of the existing revenue recognition guidance.

This standard requires an entity to 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.

ASC 606 requires us to identify distinct performance obligations.

A performance

obligation is a promise in a contract to transfer a distinct good or service to the customer.

When distinct performance obligations exist,

the Company allocates the contract transaction price to each distinct performance obligation.

The standalone selling price is used to

allocate the transaction price to the separate performance obligations.

The Company recognizes revenue when, or as, the performance obligation

is satisfied.

revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured,

provided title and risk of loss is transferred to the customer.

Most of our shipping and handling costs are built into the transaction

price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling

costs incurred are included in cost of sales.

Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have

not engaged any agents at this time.

Currently, we have not recognized any revenues under the agent considerations.

is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration

to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of

and discounts or allowances.

Shipping costs paid by the customer are included in revenue.

recognition is evaluated through the following five-step process:

1.identification

of the contract with a customer;

2.identification

off the performance obligations in the contract;

3.determination

of the transaction price;

of the transaction price to the performance obligations in the contract;

5.recognition

of revenue when or as a performance obligation is satisfied.

steps are met when an order is received, a price agreed and the product shipped or delivered to that customer.

Concentration

the Company is in a pre-revenue stage, there is no concentration of revenue for the twelve months ended December 31, 2024 and December

Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”.

The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences

of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit

carry forwards.

Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect

when the differences are expected to reverse.

The Company records a valuation allowance to reduce deferred tax assets to the amount that

is believed more likely than not to be realized.

For the periods ending December 31, 2024 and December 31, 2023, the Company did not

have any amounts recorded pertaining to uncertain tax positions.

Value Measurements

Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used

in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which

approximates their fair values because of the short-term nature of these instruments.

820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the

principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement

ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize

the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to measure fair value:

1 — quoted prices in active markets for identical assets or liabilities

2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

the periods ended December 31, 2024 and December 31, 2023, the Company had no financial liabilities to measure at fair value on a recurring

Accounting Pronouncements

May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2014-09, Revenue from Contracts with Customers

ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges

areas under this topic with those of the International Financial Reporting Standards.

The ASU implements of five–step process for

customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards.

The amendment

also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with

Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money

is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved

in certain circumstances.

The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early

adoption is prohibited.

Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the

date of adoption.

Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of

goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services.

this core principle, we apply the following five steps:

(1) Identify the contract with a client;

(2) Identify the performance obligations

in the contract;

(3) Determine the transaction price;

(4) Allocate the transaction price to performance obligations in the contract;

and (5) Recognize revenues when or as the Company satisfies a performance obligation.

adopted ASC 2014-09 on January 1, 2023.

Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing

net income, we did implement changes to our processes related to revenue recognition and the control activities with them.

Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives

and Hedging Activities ”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and

account for them as free-standing derivative financial instruments according to certain criteria.

The criteria include circumstances

in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the

economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument

and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur

and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated

from their host instruments) as follows:

The Company records when necessary, discounts to convertible notes for the intrinsic value of

conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the

commitment date of the note transaction and the effective conversion price embedded in the note.

Debt discounts under these arrangements

are amortized over the term of the related debt to their stated date of redemption.

Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment

The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current

fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

During the year

ended December 31, 2024 the Company did not issue any convertible debt.

Stock Purchase Warrants

Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement

or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed

to our own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”).

The Company classifies as assets or

liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs

and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical

settlement or net-share settlement).

The Company assesses classification of common stock purchase warrants and other free-standing derivatives

at each reporting date to determine whether a change in classification is required.

3 – GOING CONCERN

accompanying consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity

of operations, realization of assets, liabilities, and commitments in the normal course of business.

The accompanying consolidated financial

statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.

The Company has

a working capital deficit as of December 31, 2024, and has generated recurring net losses since its inception in September 2021.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the

realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has generated no revenues from

Since its inception, the Company has been engaged substantially in financing activities, developing its intellectual property,

developing its business plan and incurring startup costs and expenses.

As a result, the Company incurred accumulated net losses December

31, 2024, which includes net operating losses for the twelve months ended December 31, 2024 of $ 1,309,872 and net cash outflows from

operations of $ 265,186 .

Due to our negative cash flow, there may exist substantial doubt about the entity’s ability to continue

as a going concern within one year after the date that the financial statements are issued.

In addition, the Company’s development

activities since inception have been financially sustained through equity financing.

Management plans to begin generating revenue within

the next twelve months and in the interim, continue to seek funding through debt and equity financing which are intended to mitigate

the conditions that have raise substantial doubt about the entity’s ability to continue as a going concern.

in order to execute the Company’s business development plan, which there can be no assurance we will achieve, the Company will

need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and

potentially reduce operating expenditures.

If the Company is unable to secure additional capital, it may have to curtail its business

development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about

its ability to continue as a going concern.

4 – RELATED PARTY

RELATED PARTY TRANSACTIONS

the twelve months ended December 31,2024 and December 31, 2023, the Company had expenses totaling $ 356,032 and $ 100,000 respectively,

to officers and directors for compensation, which is included in general and administrative expenses on the accompanying statement of

time to time, the company rents corporate office space on a month-to-month basis from an officer and director, which is included in general

and administrative expenses on the accompanying statement of operations.

of December 31, 2024 and December 31, 2023, there was a total of $ 0 and $ 181,061 credit card advances and short-term non-interest bearing

loans due to an officer and director.

On September 27, 2024, these short-term non-interest bearing loans were formalized into note agreements

(see Note 6).

of December 31, 2024 and December 31, 2023, there was a total of $ 0 and $ 360,636 of short-term non-interest bearing working capital loans

payable to shareholders.

On September 27, 2024, these short-term non-interest bearing loans were formalized into note agreements (see

of December 31, 2024 and December 31, 2023, there was a total of convertible debt of $ 0 and accrued interest payable of $ 0 due to an

officer and director, employees, and shareholders.

company does not lease facilities under any operating lease arrangement.

Intermittently the Company has rented office space on an as

needed basis from a related party.

rent expense for the months ended December 31, 2024 and 2023 was $ 6,500 and $ 0 , respectively.

6 – NOTES PAYABLE

September 27, 2024, to formalize the related party working capital advances in Note 4, the Company issued three non-convertible 20 % OID

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

under ASC 470, Debt (“ASC 480”).

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

consolidated balance sheets using the relative fair value method.

The initial fair value of the subscription liability at issuance

was estimated using a Black Scholes and Probability Weighted Expected Return Model.

At the close of the Reverse Recapitalization, 43,750

of commitment fee shares, after giving effect to the 1-for-40

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

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

ended December 31, 2025, the Company accrued $ 250,000 in interest expense payable on the Subscription Agreements which is included in

accrued expenses on the accompanying 2025 consolidated balance sheet.

At December 31, 2025, $ 1,500,000 owing under these agreements

is included in subscription agreement loan balance on the consolidated balance sheet.

February 17, 2025, the Company assumed $ 353,679

of liabilities due to the Sponsor of PowerUp related to administrative services fees and a residual balance due from initial public offering (“IPO”)

As of December 31, 2025 and 2024, the balance of $ 353,679

is recorded within due to affiliate on the consolidated balance sheets.

Note Fee – related party

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

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

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

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

termination of the proposed merger with previous target, Visiox.

As consideration for the foregoing, PowerUp agreed to pay Sponsor a

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

At the close of the Reverse Recapitalization, the Company assumed this liability.

At December 31, 2025, the Modified Promissory Note

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

payable – related party

the years 2024 and 2023, Aspire Biopharma, Inc incurred expenses and costs related to officer and director compensation, rental of office

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

On September 27, 2024, to formalize the

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

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

3 unchanged sentences

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

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

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

Pursuant to the February 18, 2025 subordination agreement between two

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

For the years ended December 31, 2025 and 2024, total amortized debt discount of $ 74,226 and $ 139,052 , respectively, was included

in interest expense on the accompanying consolidated statements of operations.

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

value of $ 62,500 .

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

or (ii) the date that the Company receives gross

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

The note does not

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

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

or (ii) the date that the Company receives

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

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

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

In August 2025, the note balance was fully repaid.

For the years ended December 31, 2025 and 2024, total amortized debt discount

of $ 8,379 and $ 4,121 , respectively, was included in interest expense on the accompanying consolidated statements of operations.

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

5 unchanged sentences

was unsecured.

For the years ended December 31, 2025 and 2024, total amortized debt discount of $ 8,095 and $ 30 , respectively, was included

in interest expense on the accompanying consolidated statements of operations.

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

4 unchanged sentences

does not bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 46,646 and

were unsecured.

7 – INSTAPRIN ACQUISITION

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

assets, inclusive of U.S.

62/794141, International Publication No.

2020/15460 A1 and WO 2020/150685 A1, and the Instaprin

Trademark No.

86274378, trade secrets and proprietary information, all applications for any of the foregoing, commercial and scientist

relationships, and any license or agreements granting rights related to the foregoing.

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

of Instaprin Pharmaceuticals, Inc.

in satisfaction of the SEC’s judgment against the former CEO and Instaprin Pharmaceuticals,

Inc., from sales of the product, as follows:

20 % from the first $ 5,000,000 of sales and 10% from sales thereafter until the entire contingent

purchase price obligation is satisfied.

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

to their equity holdings in the Company, to be issued to a Trustee for the former Instaprin Shareholders, along with an additional ten

percent (10%) of Buyer’s equity to be issued to the Company’s service providers, pursuant to a stock incentive plan to be

As of December 31, 2023, the Company has not recorded the assets from the APA due to the contingent nature of the transaction.

8 – BUSINESS COMBINATION AGREEMENT WITH POWERUP ACQUISITON CORP .

August 26, 2024, the Company entered into an Agreement and Plan of Merger by and among PowerUp Acquisition Corp., a Cayman Islands exempted

company (“PowerUp”), PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of PowerUp (“Merger

Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), and Stephen Quesenberry, in the

capacity as the representative from and after the Effective Time for the Aspire stockholders as of immediately prior to the Effective

Time (the “Seller Representative”), (as may be amended and/or restated from time to time, the “Business Combination

Pursuant to the Business Combination Agreement, among other things, the parties will effect the merger of Merger Sub

with and into Aspire (together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”),

with Aspire continuing as the surviving entity and a wholly owned subsidiary of PowerUp.

to the Closing Date, and subject to the satisfaction or waiver of the closing conditions contained in the Business Combination Agreement,

Aspire will migrate out of Puerto Rico and domesticate (the “Domestication”) as a Delaware corporation pursuant to Section

6.14 of the Puerto Rico General Corporations Act of 2009.

consideration for the Business Combination, at Closing, Aspire’s stockholders shall collectively be entitled to receive, in the

aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of the combined company’s

common stock (“New Aspire Common Stock”) with an aggregate value equal to (a) $ 316.8 million less (b) the amount by which

Aspire’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.

Business Combination Agreement sets forth how certain outstanding securities of Aspire will be treated, or effected at the Effective

Time and by virtue of the Business Combination, including with respect to dissenting shares (if any), outstanding warrants, and outstanding

shares of preferred stock (which are to be converted immediately prior to the Effective Time into common stock).

9 – CONVERTIBLE DEBT

of December 31, 2024 and December 31, 2023, the Company had no outstanding convertible debt.

10 – STOCKHOLDERS’ EQUITY

SHAREHOLDERS’ DEFICIT

October 2023, the Company authorized 25,000,000 Series A Preferred Stock with a par value of $ 0.0001 .

The series A convertible preferred

shares have all rights as common stock, with the exception of voting rights, and can be converted into common shares on a one for one

basis upon an IPO or liquidity event.

March 1, 2024, the Company issued 286,357 shares of Series A Preferred stock to 136 investors under a Reg CF offering at a per share

price of $ 0.80 .

April 16, 2024, the Company issued 35,702 shares of Series A Preferred stock to 6 investors under a Reg D offering at a per share price

of December 31, 2024 and December 31, 2023, there were 322,059 and 0 shares of Series A Preferred Stock outstanding, respectively.

of December 31, 2024, the Company had authorized 750,000,000 common shares with a par value of $ 0.001 per share.

Each common share entitles

the holder to one vote on any matter on which action of the stockholders of the corporation is sought.

May 2023, the Company effectuated a 20:1 stock split and increased the authorized number of shares to 750,000,000 .

Share Issuances

the twelve months ended December 31, 2024 and 2023, the Company did not issue any new shares of common stock.

of December 31, 2024 and December 31, 2023, there were 440,000,000 and 440,000,000 common shares outstanding.

the year ended December 31, 2024, on a post-split basis, the Company issued 44,000,000 warrants to 9 parties at a per share price of

the year ending December 31, 2023, on a post-split basis, the Company issued 7,500,000 warrants to 7 parties at a per share price of

of December 31, 2024 and December 31, 2023, there were 91,500,000 and 47,500,000 warrants outstanding, respectively, all of which are

fully vested.

11 – SUBSEQUENT EVENTS

Company evaluated its December 31, 2024, financial statements for subsequent events and transactions through February 19, 2025, the date

the financial statements were available to be issued for possible disclosure and recognition in the financial statements.

January 14, 2025, the Securities and Exchange Commission (SEC) approved the effectiveness of the S-4 filing pursuant to the Business

Combination Agreement with PowerUp Acquisition Corp.

January 21, 2025, the Company’s board of directors voted unanimously to immediately convert the outstanding warrants to Aspire

common stock in conjunction with the proposed Business Combination Agreement with PowerUp Acquisition Corp.

was unsecured.

For the year ended December 31, 2025, total amortized debt discount of $ 46,646 was included in interest expense on the

accompanying 2025 consolidated statement of operations.

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

4 unchanged sentences

does not bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 6,250 and

was unsecured.

In August 2025, the note balance was fully repaid.

For the year ended December 31, 2025, total amortized debt discount

of $ 6,250 was included in interest expense on the accompanying 2025 consolidated statement of operations.

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

value of $ 31,250 .

The note is due the earlier of November 13, 2025 (9 months from issuance);

or (ii) the date that the Company receives

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

does not bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 6,250 and

were unsecured.

January 31, 2025, the Company’s board of directors voted unanimously to de-register as a Puerto Rico corporation and re-domesticate

as a Delaware corporation in connection with the Business Combination Agreement with PowerUp Acquisition Corp.

January 31, 2025, the Company’s board of directors voted unanimously to immediately convert the Series A Preferred stock to Aspire

common stock in conjunction with the proposed Business Combination Agreement with PowerUp Acquisition Corp.

February 7, 2025, the Company’s board of directors voted unanimously to a 15.9538267 for 1 reverse split the Company’s 531,822,059

outstanding common shares in connection with the Business Combination Agreement with PowerUp Acquisition Corp.

February 13, 2025, the Company entered into a Purchase Agreement (“ELOC Agreement”) with Arena Business Solutions Global

In August 2025, the note balance was fully repaid.

For the year ended December 31, 2025, total amortized debt discount

of $ 6,250 was included in interest expense on the accompanying 2025 consolidated statement of operations.

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

SCHEDULE OF NOTE ISSUANCE

September 27, 2024

October 2, 2024

December 30, 2024

December 31, 2024

Total Principal

Unamortized debt discount

December 31, 2025 and 2024, total balance of $ 885,564

and $ 1,266,832

inclusive of unamortized debt discount of $0 and $274,642, respectively, is included in Notes payable – related party on the

accompanying consolidated balance sheets.

SUBSCRIPTION AGREEMENT LOANS

Subscription Agreement

December 18, 2024, and effective December 13, 2024, PowerUp entered into (i) a subscription agreement (the “Blackstone Subscription

Agreement”), (ii) a promissory note (the “Blackstone Note”), and (iii) a registration rights agreement (the “RRA”)

with Blackstone Capital Advisors, Inc.

(“Blackstone”), an entity controlled by Aspire’s former Director of Investor

Relations, Lance Friedman (all transactions contemplated by such agreements, collectively, the “Blackstone Transaction”).

Pursuant to the terms of the Blackstone Transaction, Blackstone may loan up to an aggregate principal amount of $ 500,000 to the Company,

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

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

The maturity date

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

in an offering of its debt or equity securities.

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

percent ( 10 %).

Interest will be due and payable on the maturity date.

Additionally, the Company will pay Blackstone an exit fee equal

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

Upon the closing of the Reverse Recapitalization,

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

(the “Commitment Shares”).

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

Subscription Agreement”) to fix the commitment shares to 44,875 after giving effect to the 1 for 40 reverse stock split.

The commitment

shares were issued at the close of the Reverse Recapitalization.

The Company has agreed to register the Commitment Shares with the SEC in

a registration statement filed by the Company in connection with a Qualified Offering (as defined in the Blackstone Subscription Agreement),

February 17, 2025, a value of $ 328,098 inclusive of principal balance loaned of $ 423,474 was assumed under this agreement.

2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with Cobra, Blackstone and their affiliates

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

outstanding loan agreements.

In connection with the Settlement Agreement, the Company issued 15,625 shares of common stock with a fair

value of $ 317,250 , after giving effect to the 1-for-40 reverse stock split to Blackstone Capital Advisors, Inc.

or its designees.

to the Settlement Agreement between the Company and the Lenders, the Blackstone Subscription Agreement was amended (the “April

2025 Amended Blackstone Subscription Agreement) to extend the maturity date to August 15, 2025.

In addition, the Company paid $ 60,000

as an addition to the principal in lender deal cost in consideration for Blackstone’s waiver of its right to additional interest

or penalties due to the default.

The amendment of the debt was accounted under ASC 470.

For the year ended December 31, 2025, $ 364,109 was recorded as loss of extinguishment of debt in the accompanying consolidated statements

of operations.

In August 2025, the Blackstone Note was fully settled including all exit fees and accrued interests.

CONVERTIBLE NOTES

Purchase Agreement

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

Alternative Capital Strategies, LLC, an entity controlled by the Company’s former Director of Investor Relations, Lance Friedman,

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

that was terminated effective February

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

Under the Securities Purchase Agreement, the Company

issued 20 % original issue discount senior secured convertible debentures (“February 2025 Convertible Debentures”) in an aggregate

principal amount of $ 3,750,000 which includes a 20 % OID.

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

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

At the close of the Reverse Recapitalization, 52,663 of commitment fee shares, after giving effects to the 1-for-40 reverse stock

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

Company analyzed for the Securities Purchase Agreement under ASC 480 and ASC 815

and concluded that bifurcation of a single derivative that comprises all of the fair value of

the conversion feature(s) (i.e., derivative instrument(s)) is not necessary.

As a result, all debt proceeds received have been recorded

using the fair value method of accounting under ASC 825, Fair Value Measurement (“ASC 825”).

Pursuant to ASC 825, the Company recorded

the fair value of the subscription liability on the 2025 consolidated balance sheet using the fair value method.

The initial fair value

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

In August and September 2025, the Company repaid a

total of $ 3,032,645 of the February 2025 Convertible Debentures.

At December 31, 2025, the fair value of $ 1,146,236 of the Securities

Purchase Agreement is included in Convertible Notes on the accompanying 2025 consolidated balance sheet.

For the year ended December

31, 2025, $ 711,996 debt discount amortized was included in interest expense on the consolidated statement of operations.

ended December 31, 2025, change in fair value of $ 249,447 was included as an income and expense, respectively in change in fair value

of liabilities on the 2025 consolidated statement of operations.

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

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

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

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

not bear an interest rate except for instances of default.

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

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

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

on September 30, 2025.

The August 2025 Notes are convertible into up to an aggregate of 3,679,436 shares of common stock after giving

effects to the 1-for-40 reverse stock split (the “ Conversion Shares”) subject to certain conditions.

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

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

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

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

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

The conversion price means the greater

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

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

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

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

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

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

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

The Note Blocker may be raised or lowered to any other

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

61-days’ prior notice to us .

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

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

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

The resale registration

statement became effective on September 30, 2025.

Company accounted for the August 2025 Notes under ASC 470 and ASC 815 and

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

As a result, the Company separately

accounted for the embedded features as a single compound derivative.

The Company recorded the initial fair value of the derivative

liability of $ 4,101,583

and the debt issuance cost of $ 907,499

as a debt discount, which will be amortized to interest expense over the expected term of the debt.

the year ended December 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 effects to the 1-for-40

reverse split.

The remaining debt of $ 163,817 was converted into 48,755 common stock in January 2026.

the year ended December 31, 2025, total amortized debt discounts of $ 6,927,005 was

included in interest expense on the accompanying 2025 consolidated statement of operations.

At December 31, 2025, the balance of

the August 2025 Notes is included in Convertible Notes on the consolidated balance and comprises the principal balance of $ 163,817 ,

net of unamortized debt discount of $ 19,576 .

sales include revenue from product sales and shipping and handling charges, net of returns and discounts.

Revenue is measured as the

amount of consideration the Company expects to receive in exchange for transferring products.

All revenue is recognized when or as

the Company satisfies its performance obligations under the contract.

The Company recognizes revenue by transferring control of the

promised products to the customer, which primarily occurs when products are shipped to the customer.

The Company recognizes revenue

for shipping and handling charges at the time the products are shipped to the customer.

The Company estimates product returns based

on historical return rates.

All of the Company’s contracts have a single performance obligation and are short-term in nature.

Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental

authorities are accounted for on a net basis and therefore are excluded from net sales.

The Company recognizes revenue from the sale

of pharmaceutical products directly to customers and is recognized at an amount that reflects the consideration expected to be

received in exchange for such products.

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

At contract inception, an assessment

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

distinct promise to transfer a product to the customer.

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

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

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

At each reporting period, any invoiced sales

that have not yet shipped is recorded as deferred revenue.

As of December 31, 2025, there was no deferred revenue.

following tables represent net sales disaggregated by revenue source:

OF DISAGGREGATION OF REVENUE

Nutraceutical

Total revenues

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

OF DISAGGREGATION OF NET SALES DISAGGREGATED BY GEOGRAPHY

ended December 31, 2025

United States

United Kingdom

Total revenues

COMMITMENTS AND CONTINGENCIES

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

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

These holders are entitled to certain demand

and “piggyback” registration rights.

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

registration statements.

On May 13, 2025, the Company filed a Registration Statement on Form S-1 to register 73,225 of the outstanding

244,083 Private Placement Warrants, after giving effects to the 1-for-40 reverse stock split.

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

Line of Credit (“ELOC”) Agreement

February 13, 2025, PowerUp entered into a Purchase Agreement (“ELOC Agreement”) with Arena Business Solutions Global SPC

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

5 unchanged sentences

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

February 17, 2025 (the “Closing Date”), Aspire Biopharma Holdings, Inc., a Delaware corporation (f/k/a PowerUp Acquisition

Corp.) (the “Company” or “New Aspire”), consummated the previously announced transaction (the “Business

Combination”) pursuant to that certain Agreement and Plan of Merger, dated August 26, 2024, as amended by an Amendment Agreement

dated September 5, 2024 and a Second Amendment Agreement dated October 9, 2024 .

(the “Business Combination Agreement”),

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

SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), and Aspire Biopharma, Inc., a Puerto Rico

corporation (“Aspire”).

February 17, 2025, as contemplated by the Business Combination Agreement, the Company filed a notice of deregistration with the Cayman

Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of domestication and a certificate

of incorporation with the Secretary of State of the State of Delaware, under which the Company was domesticated as a Delaware corporation

(the “PowerUp Domestication”).

February 17, 2025, as contemplated by the Business Combination Agreement.

Aspire filed a certificate of dissolution with the Puerto Rico

Department of State, together with the necessary accompanying documents, and filed a certificate of domestication and a certificate of

incorporation with the Secretary of State of the State of Delaware, under which the Company was domesticated as a Delaware corporation

(the “Aspire Domestication”).

February 17, 2025, as a result of the Business Combination and the other transactions contemplated by the Business Combination Agreement,

following the consummation of the PowerUp Domestication and the Aspire Domestication, Merger Sub merged with and into Aspire, with Aspire

surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”).

February 17, 2025, the Company’s new parent company, Aspire Biopharma Holdings Inc.

(formerly PowerUp

Acquisition Corp.) entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra

Alternative Capital Strategies, LLC, an entity controlled by the Company’s former Director of Investor Relations, Lance Friedman, which

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

that was terminated effective February 17,

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

Under the Securities Purchase Agreement, Aspire Biopharma Holdings Inc.

20% original issue discount senior secured convertible debentures (“Debentures”) in an aggregate principal amount of $ 3,750,000

which includes a 20% OID.

The conversion price per share of each Debenture is equal to 92.5 % of the lowest daily VWAP (as defined

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

February 19, 2025, the Company’s application with the Nasdaq Global Market was approved (ticker ASBP) with a projected trading

commencement on February 20, 2025.

February 20, 2025, the newly merged Company’s equity began trading on the Nasdaq Global Markets under the symbol ASBP.

In consideration for the Arena’s execution and delivery of the ELOC Agreement, the Company issued to Arena 50,000

Common Shares after giving effects to the 1-for-40 reverse stock split (the “Commitment Fee Shares”), of which 27,663 after

giving effect to the 1-for-40 reverse stock split became freely tradable upon the closing of the Reverse Recapitalization.

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

year ended December 31, 2025, the change in fair value of the purchase agreement was a gain of $ 49,034 , which is included in change in

fair value of liabilities on the accompanying 2025 consolidated statement of operation.

In November 2025, the Arena ELOC was terminated.

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 and additional shares to be sold to Arena

from time to time under the Second ELOC Agreement.

term of the Second 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 Second ELOC

Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the Second ELOC Agreement

(the “Commitment Period”).

In consideration for the Arena’s execution and delivery of the Second 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

Company issued 75,325 shares of common stock after giving effects to the 1-for-40 reverse stock split to Arena in November and December

2025 and an additional 6,066 true up shares in January 2026, representing payment of the commitment fee shares.

At December 31, 2025, the fair value of the forward purchase agreement liability

related to the Second ELOC Agreement is $ 95,662 and included in forward purchase agreement liability on the accompanying 2025 consolidated

balance sheet.

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

intangible assets, inclusive of U.S.

62/794141, International Publication No.

2020/15460 A1 and WO 2020/150685 A1, and the

Instaprin U.S.

Trademark No.

86274378, trade secrets and proprietary information, all applications for any of the foregoing, commercial

and scientist relationships, and any license or agreements granting rights related to the foregoing.

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

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

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

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

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

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

As of December 31, 2025,

the Company has not recorded the assets from the APA due to the contingent nature of the transaction and the Company has not yet adopted a stock incentive plan.

STOCKHOLDERS’ DEFICIT

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

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

At December 31, 2025

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

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

As of December

31, 2025 and 2024, there were 3,533,408 and 690,044 shares of common stock issued and outstanding, respectively, after giving

effect to the 1-for-40 reverse stock split.

part of the PowerUp IPO, PowerUp issued warrants to third-party investors where each whole warrant entitles the holder to purchase

one share of the Company’s Class A common stock at an exercise price of $ 460 per

share (the “Public Warrants”).

Simultaneously with the closing of the IPO, PowerUp completed the private sale of 244,083 warrants

(the “Private Placement Warrants”) where each warrant allows the holder to purchase one fortieth share of the

Company’s Common Stock at $ 460 per

share, after giving effect to the 1 for 40 reverse stock split.

At December 31, 2025, there are Public Warrants 359,974 and 244,083 Private

Placement Warrants outstanding.

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

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

whole and not in part;

a price of $ 16 per warrant;

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

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

$ 720.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations,

rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days

within a 30 -trading day period ending on the third trading day prior to the date the Company

sends the notice of redemption to the warrant holders.

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

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

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

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

subject to treatment as equity.

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

warrants continue to be equity classified.

Stock-based compensation

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

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

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

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

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

In February 2025, 41,563 shares of the 875,000

Reverse Recapitalization shares after giving effects to the 1-for-40 reverse stock split were issued to the affiliated company under this

The issuance of these shares to the service advisors is subject to ASC 718.

Under ASC 718, compensation associated with equity-classified

awards is measured at fair value upon the grant date.

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

of a Reverse Recapitalization).

Stock-based compensation of $ 14,131,250 was recognized in general and administrative expenses upon consummation

of the Reverse Recapitalization in February 2025 based on the grant date fair value per share.

The fair value was determined by applying a

15 % discount for lack of marketability to the market price of the shares on date of grant.

Biopharma warrants

the year ended December 31, 2024, Aspire Biopharma, Inc issued 44,000,000 warrants

at a per share price of $ 0.40 .

As of December 31, 2024, there were 91,500,000

warrants outstanding and all were fully vested.

On January 21, 2025, the 91,500,000

warrants were converted into 91,500,000

shares of Aspire Biopharma Inc.

common stock, which, on the Reverse Recapitalization date, were subsequently converted into 143,393

shares of common stock of the Company after giving effects to the 1-for-40

reverse stock split.

capital loan and other share issuance as close of the Reverse Recapitalization

to the First Subscription Agreement, the Company issued 43,750 shares of Common Stock after giving effect to the 1-for-40 reverse stock

split to the Investors representing commitment fee shares at Closing Date (See Note 5 - Related Party Transactions).

to the Blackstone Subscription Agreement, on February 17, 2025, the Company issued 44,875 shares of Common Stock after giving effect

to the 1-for-40 reverse stock split to Blackstone representing commitment fee shares at Closing Date (See Note 6 - Subscription Agreement

to the Loan and Transfer Agreement with Apogee, the Company issued 1,250 shares of Common Stock after giving effect to the 1-for-40

reverse stock split to the New Sponsor at Closing Date (See Note 5 - Related Party Transactions).

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

agreed not to exercise their redemption rights with respect to holdings of PowerUp shares and in consideration of same, received 1,875

Common Stock of the Company after giving effect to the 1-for-40 reverse stock split at the close of the Reverse Recapitalization.

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

Pursuant to the Amended Service Agreement, the vendor will act as a capital market advisor in exchange for a cash fee and 2,000

common shares, after giving effect to the 1-for-40

Reverse Split.

The shares were issued to the vendor on the Closing Date of the Reverse Recapitalization.

Share issuances

stated in Note 5, On April 28, 2025, in connection with the Settlement Agreement, the Company issued 15,625

shares of common stock after giving effects to the 1-for-40

Reverse Split after giving effect to the 1-for-40

Reverse Split to Blackstone Capital Advisors, Inc.

or its designees.

stated in Note 9, In November 2025 and December 2025, the Company issued a total of 75,325 shares of common stock after giving effect

to the 1-for-40 Reverse Split to Arena pursuant to the Second ELOC Agreement.

income tax provision consists of the following for the years ended December 31, 2025 and 2024:

OF INCOME TAX PROVISION

State and local

Income tax provision

is a reconciliation of the statutory tax rate to the Company’s effective tax rate for the year ended December 31,

OF RECONCILIATION OF STATUTORY TAX RATE TO EFFECTIVE TAX RATE

income (loss)

$ ( 24,480,848 )

Statutory federal income tax

$ ( 5,140,978 )

Research tax credits

Change in valuation allowance

Non-taxable or non-deductible items:

Non-deductible transaction costs

Change in derivative liability

Meals and entertainment

Minimum tax liability

Income tax expense

Pretax book income (loss)

$ ( 1,308,859 )

Statutory federal income tax

Minimum tax liability

Income tax expense

Company’s deferred tax assets are as follows at December 31, 2025 and 2024:

OF DEFERRED TAX ASSETS

Deferred tax assets:

Net operating

loss carryforward

Research tax credit carryforward

Total deferred tax assets

Valuation allowance

( 3,299,274 )

Net deferred tax assets

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of

all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the

generation of future taxable income during the periods in which temporary differences representing net future deductible amounts

become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax

planning strategies in making this assessment.

After consideration of all of the information available, management believes that

significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full

valuation allowance.

For the year ended December 31, 2025, the valuation allowance increased by $ 3,299,274 ,

due to increases in the net operating loss carryforward and research tax credit carryforward as a result of being taxed for the first time in 2025.

The Company will continue to assess

the realizability of the deferred tax assets at each reporting date based upon actual and forecasted operating results.

of December 31, 2025 the Company had U.S.

federal and state net operating loss carryforwards of $ 13,238,106 with an indefinite carryforward

Company files income tax returns with the United States and Utah.

Examinations by the United States and state tax authorities may include

questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with

federal and state tax laws.

As of December 31, 2025, the 2025 inception year is subject to examination for U.S.

federal and state purposes.

the year ended December 31, 2025 the Company has not recognized any amount of interest and penalties in its

consolidated statements of operations.

FAIR VALUE MEASUREMENTS

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

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

such fair value.

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

Quoted Prices in Active Markets

Significant Other Observable

Significant Other Unbservable

Convertible Notes

Forward Purchase Agreement liabilities

Derivative liability

discussed in Note 7 - Convertible Notes, the February 2025 Convertible Debentures are classified and accounted for as a financial liability which is measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis

under ASC 480-10, as a derivative instrument under ASC 815).

financial liabilities are valued under a Monte Carlo Model.

The estimated fair value of the financial liabilities component is determined

using Level 3 inputs.

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

interest rate.

key inputs of the models used to value the Company’s February 2025 Convertible Debentures as of December 31, 2025 were:

OF CONVERTIBLE NOTES

Term remaining - years

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

OF FAIR VALUE OF THE CONVERTIBLE NOTES

Balance, December 31, 2024

Convertible notes, beginning balance

Fair value at issuance

Paid-in-kind interest

OID amortized

Repayment of Note

( 3,032,645 )

Change in fair value

Balance, December 31, 2025

Convertible notes, ending balance

purchase agreement liabilities

discussed in Note 9 - Commitment and Contingencies, the forward purchase agreement liabilities are classified and accounted for as financial liabilities which will be measured at fair value on a recurring basis.

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

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

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

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

Inherent in the pricing

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

There were no draws for

the year ended December 31, 2025;

therefore, no valuation was required.

change in the fair value of the forward purchase agreement liabilities measured using Level 3 inputs is summarized as follows:

purchase agreement liabilities - ELOC Agreement

OF FAIR VALUE FORWARD PURCHASE AGREEMENT LIABILITIES

Balance, December 31, 2024

Assumed in Reverse Recapitalization

Change in fair value

Termination of agreement

Forward purchase agreement at December 31, 2025

purchase agreement liabilities - Second ELOC Agreement

Balance, December 31, 2024

Initial recognition of liability

Change in fair value

Forward purchase agreement liability at December 31, 2025

discussed in Note 7 - Convertible Notes, the Company accounted for the August 2025 Notes under ASC 470 and ASC 815

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

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

The initial fair value of the derivative liability

at issuance was $ 4,101,583 and estimated using a Monte Carlo Model.

For the year ended December 31, 2025, change in fair value of the

derivative liability of $ 75,482 was recorded as an income on the consolidated statements of operations.

At December 31, 2025, the fair

value of the derivative of $ 40,954 was included in derivative liability on the accompanying 2025 consolidated balance sheet.

key inputs of the models used to value the Company’s derivative liability as of December 31, 2025 were:

OF KEY INPUTS OF MODELS USED TO VALUE DERIVATIVE LIABILITY

December 31, 2025

Term Remaining - Years

Risk Free Rate

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

OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY

Balance, December 31, 2024

liability, beginning balance

Initial recognition

Conversion of shares

( 3,985,147 )

Change in fair value

Derivative liability at December 31, 2025

Derivative liability, ending balance

SEGMENT INFORMATION

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

included in net loss, which include the following:

OF SEVERAL KEY METRICS INCLUDED IN NET LOSS AND TOTAL ASSETS

the Years Ended

Operating expenses

( 19,351,175 )

( 1,210,871 )

Other expenses, net

( 5,129,557 )

Income tax expense

$ ( 24,480,848 )

$ ( 1,309,872 )

Gross margin,

operating expenses, other expenses, net and income tax expense are reviewed and monitored by the CODM to manage and forecast cash to ensure enough

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

The CODM also reviews general and administrative

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

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

the CODM on a regular basis.

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

SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated

financial statements were issued.

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

the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial

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

pursuant to subscription agreements dated March 4, 2024, and May 9, 2024.

The Holders were Sponsors of PowerUp’s initial public

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.

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.

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.

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 645,755 shares of ordinary stock of the Company after giving effects 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 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, by determining the share limit numbers of 4,890,000 to be included in the Plan in accordance with the terms

of the Plan and the Proxy Statement for the Meeting (the “Proxy Statement”).

The Plan 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.

2026 Securities Purchase Agreement

January 26, 2026, 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 .

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.

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.

In connection with the financing, the Purchasers

received an aggregate of 790,000 Shares of the Company’s common stock as incentive shares.

Conversions of Notes and Share Issuances

As disclosed in Note 7, the company converted the

remaining $ 163,817 of convertible notes into 48,755 common stock in January 2026.

The Company issued the additional 6,066 true up commitment fee shares to Arena in January 2026 (See Note 9).

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, 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, 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 , 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

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.

Company filed the registration statement to issue the shares on February 17, 2026.

On February 24, 2026, the SEC notified the Company

in writing that there will be no review of the registration statement.

The effectiveness of the registration statement is dependent on

the filing of this Form 10-K and shareholder’s approval.

February 18, 2026, the Company was notified that it had 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures