What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-14 · 722 added, 511 removed, 354 unchanged (78% of the section changed)

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

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

should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2026

and 2025 and our audited financial statements as of the year ended December 31, 2025, included in Form 10-K filed with the Securities

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

and Exchange Commission (“SEC”) on March 30, 2026.

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

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

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

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

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

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

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

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

are an early-stage biopharmaceutical and supplements company.

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

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

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

for known drugs.

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

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

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

initially for known drugs and supplements.

Prior to our Reverse Recapitalization, we were a privately held Puerto Rico corporation incorporated

in September 2021.

Strategy and Outlook

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

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

Food and Drug Administration (the “FDA”) approval

to market the product and complete clinical trials.

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

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

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

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

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

in the future.

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

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

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

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

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

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

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

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

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

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

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

of their respective facilities.

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

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

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

for the aspirin product.

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

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

single dose of standard oral aspirin.

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

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

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

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

oral aspirin tablets.

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

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

product and a single dose of standard oral aspirin.

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

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

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

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

This clinical trial concluded in July, 2025.

We received the final report in August 2025.

The result of the clinical

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

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

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

We received the final report in September 2025.

The result of the clinical trials

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

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

results will be the backbone of a 505(b)(2) submission to the FDA planned for late 2026, once the next clinical trial is concluded.

Commercialization

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

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

in the United States to sell our products, as well as the creation of a dedicated Medical Affairs team to support commercialization efforts.

We believe that such an organization will be able to address the physicians who are the key specialists in treating the patient populations

for which our product candidates are being developed.

Outside the United States, we expect to enter into distribution and other marketing

arrangements with third parties for any of our product candidates that obtain marketing approval.

also plan to build a marketing and sales management organization to create and implement marketing strategies for any products that we

market through our own sales organization and to oversee and support our sales force.

The responsibilities of the marketing organization

would include developing educational initiatives with respect to approved products and establishing relationships with thought leaders

in relevant fields of medicine.

also seek to license our technology.

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

response time.

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

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

The Company’s new patent pending formulation

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

We are also strongly considering the licensing

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

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

and drug efficacy, dosage management, and response time.

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

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

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

by the Company through the Instaprin Pharmaceuticals, Inc.

acquisition (described below).

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

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

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

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

The Company’s patent

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

thus by-passing the gastrointestinal tract.

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

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

of substances.

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

analgesic and anti-inflammatory drug on the market.

Aspirin is over a century old and is traditionally available in several forms, including

effervescence, powder, capsule, and tablet.

This technology will facilitate development

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

formulation, and “trade secret” process.

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

which allows for rapid sublingual absorption.

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

also allows high dose absorption.

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

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

A second patent application was

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

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

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

accepted analgesic and anti-inflammatory drug on the market.

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

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

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

Aspirin is the

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

However, current aspirin

applications are limited due to side effects from acidity.

We expect that our aspirin product will be well positioned to target the current

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

system and its mucous membrane, as well as, at full strength with no dilution due to metabolic impact providing true anti-inflammatory

therapeutic effects to users providing true pain management relief to them.

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

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

years of history).

Additionally,

an OTC FDA Monograph permit would allow for an expedited “go to market” so long as the aspirin product is available as an

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

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

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

be deemed to be “Compliant”.

Our FDA counsel has had informal communications with the FDA in 2024 regarding the possibility

of Aspire selling an OTC Monograph product but being able to drop one warning (regarding gastric issues), and those discussions will

continue (a written approval of this possibility would be the “ruling” we seek).

The Company may decide to sell the aspirin

product and be consistent with the Monograph.

While the OTC Monograph doesn’t permit the claim “sublingual administration”

of the drug, the Company could offer the product as an oral administration (at first, if it chooses to early-market an OTC product consistent

with the monograph) and may discuss with FDA the value of sublingual administration as an exception to the monograph.

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

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

We expect that our aspirin product will be well positioned

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

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

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

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

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

Development Status of Aspire’s Aspirin Product

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

and ended in July, 2025.

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

product shelf life.

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

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

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

Glatt’s scientific

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

This is in addition

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

for Aspire’s low dose sublingual aspirin product.

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

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

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

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

This clinical

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

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

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

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

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

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

320.31(d) because it is a human

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

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

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

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

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

The final clinical

trial report was received on September 5, 2025.

This clinical trial evaluated pharmacokinetic endpoints including but not limited to

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

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

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

Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure

of platelet inhibition) was evaluated as a secondary endpoint.

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

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

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

filing requirements under 21 C.F.R.

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

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

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

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

The results showed that Aspire’s product entered the bloodstream

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

Management believes that both results

are very positive.

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

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

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

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of suspected acute myocardial infarction).

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

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

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

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

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

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

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

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

Additional clinical trials focused on differentiating

Aspire’s aspirin from standard oral aspirin based on TxB2 inhibition and gastrointestinal irritation, ulceration and bleeding during

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

focused on the antithrombotic and analgesic effects of aspirin.

Development Status of Other Products

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

Aspire may conduct a limited pharmokinetic study using

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

Aspire may, although it is not required to, conduct

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

order to support its claims and labeling.

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

Melatonin is a popular sleep aid and Aspire has begun exploring

licensing possibilities.

The Company intends to patent this formulation in due course.

Melatonin is a popular

sleep aid and Aspire has begun exploring licensing possibilities.

The Company has filed for patent protection of its melatonin formulation

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

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

The Company intends

to patent these products in due course.

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

The timeline to market will

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

FDA approval would likely

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

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

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

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

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

The Company has filed

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

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

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

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

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

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

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

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

Aspire entered into

a manufacturing agreement with Desert Stream, Inc.

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

through its wholly owned subsidiary Buzz Bomb Caffeine Company LC.

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

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

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

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

its caffeine products in the third quarter of 2025.

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

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

We anticipate taking

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

Aspire unveiled

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

products in the third quarter of 2025.

After that product was well-received, Aspire entered into a manufacturing contract with Supranaturals

(Springville, UT) to manufacture 2,000,000 units of its caffeine supplement which is marketed under the trademark “Buzz Bomb”

(see buzzbombcaffeine.com).

The new marketing and labeling of these 2,000,000 units began on January 15, 2026.

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

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

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

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

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

Aspire has filed patents protecting several of these products:

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

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

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

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To our knowledge, there are currently no sublingual aspirin products

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

“Orange Book.”

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

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

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

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

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

without infringing on the proprietary rights of others;

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and implementation of our business.

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

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

our proprietary and intellectual property position.

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

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

The patent applications

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

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

The patent applications cover composition of matter (formulations),

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

patent application Serial No.

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

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

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

These PCT applications have PCT Application Nos.

PCT/US2020/013863 and

PCT/US2020/014218, respectively.

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

depending on the specific country/region.

Prior to expiration of 62/794,141, two nonprovisional patent applications

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

These PCT applications have PCT Application

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

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

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

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

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

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

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

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

Aspire’s Omnibus

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

as set forth above.

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

Registration No.

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documents due on March 29, 2022.

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

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

which was executed one day prior to the filing deadline.

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

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

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

Aspire’s management

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property as reflected in their most recent patent applications.

following table sets forth details of our intellectual property registrations and applications:

Schedule for Aspire Biopharma, Inc.

as of April 10, 2026

MUCOSAL FORMULATIONS OF ALPRAZOLAM

Intellectual Property Organization

MUCOSAL FORMULATIONS OF CLOPIDOGREL

MUCOSAL FORMULATIONS OF MECLIZINE

MUCOSAL FORMULATIONS OF ONDANSETRON

or Registration Date

CAFFEINE…ACCELERATED

also hold numerous domains, including, but not limited to, aspire-biopharma.com, aspirebiolabs.com, buzzbombcaffeine.com, and

buzzbombcaffeine.com.

Additionally, Aspire plans to enter into customer and license agreements to protect its intellectual property.

All other intellectual property is in the form of trade secrets, business methods and know-how and is protected through intellectual

assignment and confidentiality agreements with Aspire employees, advisors and consultants.

Recapitalization

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

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

In accordance with the

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

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

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

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

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

the satisfaction or waiver of the conditions of the Marger Agreement, PowerUp migrated out of the Cayman Islands and domesticated as

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

In accordance with

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

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

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

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

less (c) Aspire’s Indebtedness at Closing.

the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp migrated out of the Cayman Islands and domesticated as

a Delaware corporation.

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

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

(i) each issued and outstanding

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

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

Aspire (the “New Aspire Common Stock”);

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

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

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

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

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

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

share (the “New Aspire Common Stock”);

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

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

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

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

set forth in the Warrant Agreement;

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

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

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

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

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

No fractional warrants were issued upon the separation

of units and only whole warrants are traded.

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

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

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

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

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

Inc Preferred Stock.

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

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

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

In connection with the consummation of the Reverse

Acquisition PowerUp Acquisition Corp.

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-forone 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 Reverse Split as described in Note 2, on the terms and conditions set forth in the Warrant Agreement,

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

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

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

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

Aspire Common Stock”);

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

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

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

right to acquire one share of New Aspire Common Stock at an exercise price of $460 per share, after giving effect to the Reverse Splits

as described in Note 2, on the terms and conditions set forth in the Warrant Agreement;

(iii) the governing documents of PowerUp were

amended and restated and become the certificate of incorporation and the bylaws of New Aspire and (iv) the form of the certificate of

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

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

documents that are contemplated by the Organizational Documents Proposal, which is a condition to the Closing of the Reverse Recapitalization.

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

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

Biopharma, Inc Preferred Stock that is issued and outstanding immediately prior to the effective time of the Reverse Recapitalization

to be automatically converted into a number of shares of Aspire Common Stock at the then-effective conversion rate (the “Preferred

Conversion”).

All of the shares of Aspire Preferred Stock converted into shares of Aspire Common Stock were no longer outstanding

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

Aspire Biopharma, Inc Preferred Stock.

Aspire Biopharma, Inc caused each Aspire Biopharma, Inc.

warrant to be terminated in exchange

for shares of Aspire Common Stock in accordance with the respective warrant agreements associated with each such warrant.

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

In connection with the consummation of the

Reverse Recapitalization PowerUp Acquisition Corp.

changed its name to Aspire Biopharma Holdings, Inc.

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per share less than the floor price of $4.00 per share (See Note 5 - Convertible Notes).

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

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

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

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,

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Aspire will assume Aspire’s name.

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

for the net assets of PowerUp.

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

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

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 recorded.

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

line of credit Agreement

February 13, 2025, the Company entered into a Purchase Agreement (“ELOC Agreement”) with Arena Business Solutions Global

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

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

conditions contained in the ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering

the resale of ELOC Commitment Shares (as defined below) and additional shares to be sold to Arena from time to time under the ELOC Agreement.

The term of the ELOC Agreement began on the date of execution and ends on the earlier of (i) the first day of the month following the

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

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

Global SPC II, Ltd.

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

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

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

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

from time to time under the ELOC Agreement.

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

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

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

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

The Company shall, in its sole discretion, select the amount of ELOC Shares requested by the Company in each Advance Notice.

However, such amount may not exceed the Maximum Advance Amount (as defined in the ELOC Agreement).

The purchase price to be paid by Arena

for the ELOC Shares will be ninety-six percent (96%) of the VWAP (as defined in the ELOC Agreement) of the Company’s common stock

during the trading day commencing on the date of the Advance Notice, subject to adjustment pursuant to the terms of the ELOC Agreement;

provided, however, that the purchase price will never be less than the floor price of $4.00 per share.

consideration for Arena’s execution and delivery of the ELOC Agreement, the Company agreed to issue or cause to be issued or transferred

to Arena 1,893,473 shares of common stock (the “ELOC Commitment Shares”), of which 786,946 will be freely tradable, subject

to a leak out agreement (the “Leak Out Agreement”) whereby the Investors’ sales may not exceed 15% of the daily trading

volume of the common stock on the date of sale.

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

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

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

As a result of the floor

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

in increased liquidity for the Company.

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

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

preceding the effectiveness of the initial registration statement (the “Commitment Fee Shares”), plus $25,000 in Common shares

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

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

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

statements were issued.

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

Purchase Agreement

21 unchanged sentences

Closing Debentures.

consideration for the Investors’ consummation of the SPA Closing, concurrently with the SPA Closing, the Company delivered, or

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

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

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

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

rata portion of 1,755 shares of common stock after giving effects to the Reverse Splits as described in Note 2 (“SPA Commitment

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

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

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

6 unchanged sentences

(the “Third Tranche”) was funded on September 30, 2025.

The Notes are convertible into up to an aggregate of 147,177,424

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

The Company incurred debt issuance costs of $907,500

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

The Notes are convertible into up to an aggregate of 122,647 Common

Stock (the “ Conversion Shares”) after giving effects to the Reverse Splits as described in Note 2, subject to certain conditions.

The Company incurred debt issuance costs of $907,500 which is capitalized and amortized over the term on the Notes.

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

18 unchanged sentences

The resale registration statement became effective on September

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

Market LLC (“Nasdaq”), each addressing a separate compliance deficiency under the Nasdaq Listing Rules.

The first letter notified

of the deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), which requires a company, whose securities are listed

on The Nasdaq Global Market under the “Market Value Standard,” to maintain a minimum Market Value of Listed Securities (an

“MVLS”) of $50,000,000.

The deficiency was caused by the Company’s MVLS having been below the minimum level for the

prior 30 consecutive business days.

Under Nasdaq Listing Rule 5810(c)(3)(C), the Company was entitled to a 180-day grace period, which

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

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

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

business days).

The second letter notified of the deficiency with regard to Rule 5450(a)(1)

(the “Bid Price Notice” together with the MVLS Notice, the “Notices”), which requires the Company to maintain

a minimum bid price of $1.00 per share (the “Bid Price Rule”) for continued listing on The Nasdaq Global Market.

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

Rule within the relevant compliance periods.

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

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

Panel (the “Panel”).

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

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

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

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

At the hearing, [don’t

give the date – investors will think something will happen on that day and it won’t] the Company will present its plan to

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

The Panel has the authority to grant the

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

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

Bid Price Rule;

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

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

There can be no assurance that the Company will be able to regain compliance

with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.

Alternatively, the Company

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

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

October 2025 and November 2025, a total value of $9,523,683 of convertible notes were converted into 73,998 shares of common stock of

the Company after giving effects to the Reverse Splits as described in Note 2.

January 2026, a total value of $163,817 of convertible notes were converted into 1,630 shares of common stock of the Company after giving

effects to the Second Reverse Split as described in Note 2.

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

compliance deficiency under the Nasdaq Listing Rules.

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

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

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

The deficiency

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

Under Nasdaq Listing

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

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

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

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

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

for continued listing on The Nasdaq Global Market.

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

Accordingly, on October

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

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

Both items of noncompliance

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

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

At the hearing, the Company was granted until

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

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

compliance with the Bid Price Rule.

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

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

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

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

Notices and Settlement Agreement

18 unchanged sentences

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

connection with the Agreement, the Company agreed to issue 625,000 shares of common stock to Blackstone Capital Advisors, Inc.

register those shares, along with certain other restricted securities, through the filing of a registration statement on Form S-1 no

later than May 13, 2025.

The Company also agreed to remove lock-up restrictions on certain shares held by Cobra Alternative Capital Strategies

LLC, Blackstone Capital Advisors, Inc., and Thor Special Situations LLC, enabling such shares to be made eligible for transfer to the

Direct Registration System.

The Lenders also agreed to enter into lock-up/leak-out agreements governing the sale of Company shares through

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

connection with the Agreement, the Company agreed to issue 521 shares of common stock after giving effect to the Reverse Splits as described

in Note 2 to Blackstone Capital Advisors, Inc.

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

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

The Company also agreed to remove lock-up restrictions

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

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

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

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

volume, as detailed in the Agreement.

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

to serve as Chairman of the Board of Directors.

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

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

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

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

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

Howe continued to serve as a Director on the Board

until his resignation.

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

3 unchanged sentences

search for a permanent CEO with appropriate experience.

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

role of Director, effective immediately.

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

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

February 6, 2026, Donald G.

Fell resigned from the Company’s board of directors.

Fell’s decision to resign is not due

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

connection with this transition, Philip Balatsos has been appointed to fill one of the vacancies on the Board of Directors left by the

aforementioned resignations.

Philip Balatsos is a Senior financial markets executive with experience in foreign exchange and emerging

market sales and trading.

He has a proven track record of driving revenue growth, expanding institutional client relationships, and building

businesses across global markets.

His experience spans bulge-bracket banks, international financial institutions, entrepreneurial ventures,

and public company boards.

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

in foreign exchange sales and trading.

He previously served as vice president of foreign exchange and emerging markets rates sales and trading at XP Investments US LLC and

was the director of foreign exchange hedge fund sales at Barclays Capital.

He currently serves on the Board of Directors of Ciso Global,

and Inspire Veterinary Partners, Inc.

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

from October 2019

through December 2023.

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

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 4).

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

Acquisition Corp.

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

The Holders were

Sponsors of PowerUp’s initial public offering.

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

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

Within one business day of

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

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

Agreements) owed to such Holder.

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

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

depositing the Exchange Shares.

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

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

Each Holder must submit all Exchange Notices it determines

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

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

restrictive legends.

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

Outstanding Balance.

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

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

If a Holder elects

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

the aggregate proceeds of such Financing.

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

into 13,121 shares of ordinary stock of the Company after giving effects to the Reverse Splits as described in Note 2.

Stock Incentive Plan and Approval of Equity Award Agreements

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

(the “Company”) confirmed

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

extraordinary general meeting of stockholders held on February 4, 2025 (the “Meeting”), by determining the share limit numbers

of 4,075 after giving effects to the Reverse Splits as described in Note 2, 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.

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

The authorized shares and par value per share of common stock

were unchanged by the reverse stock split.

May 11, 2026, the Company effected a 1-for-30 reverse stock split.

The authorized shares and par value per share of common stock were

unchanged by the reverse stock split.

2026 Securities Purchase Agreement

January 26, 2026, Aspire Biopharma Holdings, Inc.

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

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

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

with a maturity date of April 23, 2026.

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

The Debentures

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

debt financing.

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

equal to the Principal Amount.

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

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

The Debentures are not convertible into common stock.

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

A Preferred Stock

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

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

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

Terms not otherwise

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

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

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

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

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

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

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

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

of Designation (the “Conversion Price”).

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

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

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

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

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

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

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

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

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

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

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

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

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

the shareholder approval required by Nasdaq Listing Rule 5636(d).

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

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

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

(iii) on parity with any

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

Securities”);

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

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

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

Subject to any superior liquidation

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

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

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

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

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

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

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

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

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

The Corporation shall mail written notice of any such Liquidation,

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

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

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

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

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

In case any shares of Common Stock,

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

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

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

Participation

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

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

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

2026 Securities Purchase Agreement

February 6, 2026, Aspire Biopharma Holdings, Inc.

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

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

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

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

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

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

of Designation”).

to the Certificate of Designation on February 6, 2025, subject to Stockholder Approval (as defined below), each share of Preferred Stock

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

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

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

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

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

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

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

The number of shares of Common Stock issuable upon conversion

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

Conversion Price.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

At the Initial

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

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

Subject to the satisfaction or waiver of certain conditions set forth

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

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

The Second Closing is contingent

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

receipt of Shareholder Approval.

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

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

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

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

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

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

authorized shares to the extent required to issue the securities.

Pursuant to the Securities Purchase Agreement, the Company shall file

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

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

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

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

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

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

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

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

The Securities

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

for similar transactions.

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

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

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

to Acquire DCS

April 15, 2026, the Company announced that it has entered into a non-binding letter of intent (the “LOI”) for the acquisition

(the “Acquisition”) of 100% of the Driver Controls Systems business unit ( “DCS” ) of Firefish Topco,

LLC (“FTLLC”), from the shareholders of FTLLC (the “Sellers”), pursuant to which the Company intends to acquire

100% of the equity, assets and liabilities (subject to certain agreed exclusions) of the subsidiaries constituting the operations of

DCS through a combination of stock and asset transactions, to be mutually agreed upon between the parties.

completion of the Acquisition, the Company plans to engage Lakewood & Company, LLC to provide management services for the operation

Lakewood’s principals have more than 100 years’ experience in the automotive industry.

Price and Consideration

LOI provides for an enterprise valuation of $30.0 million on a cash-free, debt-free basis (the “Purchase Price”), payable

in cash at closing, subject to certain customary adjustments, including adjustments for (i) accrued income taxes (net of receivables)

and (ii) funded indebtedness.

The Purchase Price is not subject to a working capital adjustment so long as the business is operated in

the ordinary course consistent with past practice.

The Company does not anticipate procuring any new equity raise to consummate the purchase.

LOI provides for break-up fees of $3.5 million payable by the Company or Sellers, respectively, under certain circumstances, including

a failure to proceed in good faith or to consummate the closing when required.

Such fees are subject to customary exceptions, including

the failure of closing conditions, a material breach by the counterparty, or the exercise of specified termination rights.

and Confidentiality

Sellers have agreed to a “no-shop” provision for an initial period of 30 days (subject to a potential extension), during

which they may not solicit or engage in alternative acquisition proposals, subject to limited exceptions.

The parties have also agreed

to customary confidentiality restrictions.

for certain provisions, including those relating to exclusivity, confidentiality, expenses, and (following public disclosure) break-up

fees, the LOI is non-binding and does not obligate the parties to consummate the Acquisition.

The completion of the Acquisition remains

subject to the negotiation and execution of a definitive Purchase Agreement and satisfaction of the conditions set forth therein.

of Lakewood & Company remains subject both to completion of the Acquisition and to the negotiation and execution of a definitive

management agreement and satisfaction of the conditions set forth therein.

Letter for Credit Facility

Company entered into a commitment letter with a national financial institution providing for a senior secured credit facility of Aspire

in an aggregate principal amount of up $22,500,000 (the “Aspire Credit Facility”).

Aspire intends to use the proceeds of

the Aspire Credit Facility, if consummated, to finance the acquisition of 100% of DCS.

The Company does not anticipate procuring any

new equity raise to consummate the purchase.

Aspire Credit Facility is expected to consist of a senior secured five-year term loan, at an interest rate equal to 325 basis points

above the one-month term Secured Overnight Financing Rate.

The final terms of the Aspire Credit Facility, including the senior secured

term loan, will be subject to execution of definitive credit documentation and the satisfaction of customary closing conditions.

Financial Definitions/Components of Results

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

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

classify our operating expenses into the following categories:

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Accounting Estimates

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

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

The preparation of these

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

information available.

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

liabilities, revenues, and expenses reported in those financial statements.

As a result, actual results could differ from such estimates

and assumptions.

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

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

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

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

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

GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the consolidated financial statements.

Making estimates requires management to exercise significant judgment.

Such estimates

may be subject to change as more current information becomes available and accordingly the actual results could differ significantly

from those significant estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set

of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate,

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

Significant accounting estimates included in these financial

statements are the determination of the fair value of the subscription agreements and convertible notes.

Such estimates may be subject

to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete

financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding

how to allocate resources and in assessing performance.

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

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

The CODM reviews the assets, operating results, and financial

metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management

has determined that there is only one reportable segment.

The CODM assesses performance for the single reportable segment and decides

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

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

When evaluating the Company’s performance and making key decisions

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

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

monitored by the CODM to manage and forecast cash to ensure enough capital is available to fund operations.

The CODM also reviews operating

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

The categories of

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

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

a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable

asset or group of similar identifiable assets.

If so, the transaction is accounted for as an asset acquisition.

If not, the Company applies

its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired

input, process, and the ability to create outputs.

Company accounts for business combinations using the acquisition method when it has obtained control.

The Company measures goodwill as

the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized

amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date.

costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business

combination are expensed as incurred.

contingent consideration is measured at fair value at the acquisition date.

For contingent consideration that does not meet all the criteria

for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date,

and on each balance sheet date thereafter.

Changes in the estimated fair value of liability-classified contingent consideration are recognized

on the condensed 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

discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial

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

The preparation

of these financial statements requires us to make certain estimates, judgments, and assumptions that we believe are reasonable based

upon the information available.

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

assets and liabilities, revenues, and expenses reported in those financial statements.

As a result, actual results could differ from

such estimates and assumptions.

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

financial statements.

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

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

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

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

GAAP requires the Company’s management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the unaudited condensed consolidated financial statements.

Making estimates requires management to exercise

significant judgment.

Such estimates may be subject to change as more current information becomes available and accordingly the actual

results could differ significantly from those significant estimates.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements,

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

accounting estimates included in these financial statements are the determination of the fair value of the subscription agreements, convertible

notes and the securities purchase agreement liability.

Such estimates may be subject to change as more current information becomes available

and accordingly, the actual results could differ significantly from those estimates.

280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information

is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources

and in assessing performance.

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

performance of the Company and the allocation of resources.

The CODM reviews the assets, operating results, and financial metrics for

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

Accordingly, management has

determined that there is only one reportable segment.

The CODM assesses performance for the single reportable segment and decides how

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

The measure of

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

When evaluating the Company’s performance and making

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

margin, operating expenses, inclusive of general and administrative costs, research and development costs and sales and marketing costs,

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 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 unaudited condensed consolidated

statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

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

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The Company accounts for forfeitures when they occur.

Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities

or stockholders’ deficit in its condensed consolidated balance sheets.

In order for a warrant to be classified in stockholders’

deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification.

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

sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating

losses (gains) in the condensed consolidated statements of operations.

If a warrant meets both conditions for equity classification,

the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the condensed

The Company reviews the terms of warrants to purchase

its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity (deficit) in its unaudited

condensed consolidated balance sheets.

In order for a warrant to be classified in stockholders’ equity (deficit), the warrant must

be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification.

If a warrant does not meet the conditions for

stockholders’ equity (deficit) classification, it is carried on the unaudited condensed consolidated balance sheets as a warrant

liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other nonoperating losses (gains)

in the unaudited condensed consolidated statements of operations.

If a warrant meets both conditions for equity classification, the warrant

is initially recorded, at its relative fair value on the date of issuance, in stockholders’ equity (deficit) in the unaudited condensed

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

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

The core principle of the guidance in Topic

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

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

To achieve the core principle,

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

Company recognizes revenue in accordance with ASC 606.

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

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

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

To achieve the core principle, the Company applied the following five-step

model that requires entities to exercise judgment:

Identify the contracts or agreements with a customer:

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Identifying the performance obligations in the contract or agreement:

The contract with the customer contains a single performance obligation:

The contract with the customer contains a single performance

the sale of the product.

Determine the transaction price:

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

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

The 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

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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.

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

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

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

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

of Operations

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

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

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

30, 2025 and 2024:

months ended September 30,

of Goods Sold

and administrative

and development

and marketing

from operations

income (expenses):

$ (1,480,058 )

in fair value of derivative liabilities and convertible notes

income (loss), net

loss before income taxes

$ (1,850,493 )

$ (1,634,224 )

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

For the three months ended September 30, 2025, total

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

and Administrative

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

September 30, 2024.

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

and accounting.

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

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

and Development

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

September 30, 2024.

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

Company continues to develop its products.

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

commensurate with the expected growth of its business.

and Marketing

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

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

as the Company continues to develop its products.

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

commensurate with the expected growth of its business.

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

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

in fair value of derivative liabilities and convertible notes

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

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

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

30, 2025 and 2024:

Nine months ended September

of Goods Sold

and administrative

and development

and marketing

from operations

$ (17,501,867 )

$ (16,958,718 )

income (expenses):

$ (2,297,882 )

in fair value of derivative liabilities and convertible notes

on extinguishment of debt

income (loss), net

$ (2,271,247 )

loss before income taxes

$ (19,773,114 )

Months Ended March 31, 2026 and 2025

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

March 31, 2026 and 2025:

Three Months Ended March 31,

Cost of revenue

Operating expenses

General and administrative

(14,053,091 )

income (loss)

Research and development

Sales and marketing

Loss from operations

(15,556,480 )

Other income (expenses):

Interest income

Interest Expense

Change in fair value of derivative liabilities and convertible notes

Loss on extinguishment of debt

Other expense, net

(15,941,328 )

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

For the three months ended September 30, 2025, total

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

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

For the three months ended March 31, 2026, total revenue

was $28,353 and total cost of revenue was $22,603.

and Administrative

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

ended September 30, 2024.

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

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

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

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

listed public company.

General and administrative expenses for the three months ended March

31, 2026 was $1,020,457 as compared to $15,073,548 for the three months ended March 31, 2025.

The $14,053,091 decrease in general and

administrative mainly reflects decreases in stock-based compensation.

Aspire expects that its general and administrative expenses will

increase in future periods commensurate with the expected growth of its business and increased expenditures associated with its status

as an exchange listed public company.

and Development

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

and development expenses for the three months ended March 31, 2026 was $296,723 as compared to $263,093 for the three months ended March

The $33,630 increase in research and development reflects increases in personnel and supplies related costs as the Company

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and Marketing

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

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

to develop its products and product sampling.

and marketing for the three months ended March 31, 2026 was $334,739 as compared to $219,839 for the three months ended March 31, 2025.

The $114,900 increase in sales and marketing reflects increases in marketing such as investor awareness costs and product sampling as

the Company continues to develop its products.

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

with the expected growth of its business.

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

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

income of $5,009 for the three months ended March 31, 2026, is related to interest earned on bank deposits.

expense for the three-month ended March 31, 2026 was $1,592,898 as compared to $289,931 for the three months ended March 31, 2025.

increase in interest expense of $1,340,971 is a result of the accrual of interest on the convertible notes, subscription agreement and

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

in fair value of derivative liabilities and convertible notes

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

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

on extinguishment of debt

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

amendment to the Blackstone Note.

in fair value of derivative liabilities and convertible notes for the three months ended March 31, 2026 was $251,807 as compared to $(94,917)

for the three months ended March 31, 2025.

The $346,724 increase in change in fair value of derivative liabilities and convertible notes

is a result of change in fair value from a reduction in subscription loan agreements, convertible notes, forward purchase agreement liability

and derivative liability.

Loss on extinguishment of debt

The loss on extinguishment of debt for the three

months ending March 31, 2026 is a result of true up shares issued to Holders pursuant to the January 2026 Exchange agreements.

and Capital Resources

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

The Company’s primary sources of liquidity have been cash from

financing activities.

For the three months ended March 31, 2026, net loss was $3,222,892.

The Company had an accumulated deficit of $30,480,973

as of September 30, 2025.

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

the consummation of the Reverse Acquisition as described above) and Subscription Agreements (as described above), the Company received

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

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

of the Reverse Acquisition.

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

Company’s future capital requirements will depend on many factors, including the timing and extent of spending to support further

sales and marketing and research and development efforts.

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

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

If additional

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

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

would be materially and adversely affected.

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

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

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

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

These condensed consolidated

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

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

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

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

September 30, 2025 and 2024:

the nine months ended

cash used in operating activities

cash provided by financing activities

Cash Used in Operating Activities

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

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

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

loss for the period.

Cash provided by Financing Activities

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

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

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

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

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

as of March 31, 2026.

As of March 31, 2026, working capital was $3,964,715 and cash was $5,857,024.

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 8) 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 24 months.

In April 2026, the Company closed the final tranche of the Securities Purchase

Agreement (See Note 8) and received an additional $9,000,000 after payment of applicable fees.

Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs.

primary uses of cash on a short and long-term basis are for working capital requirements and other liquidity needs.

Management has determined

that the Company’s current liquidity position is sufficient to fund its operations for at least one year after the filing of these

unaudited condensed consolidated financial statements.

flows for the three months ended March 31, 2026 and 2025

following table summarizes the Company’s cash flows from operating and financing activities for the three months ended March 31,

2026 and 2025:

Three Months Ended March 31,

Net cash used in operating activities

$ (3,038,522 )

$ (1,751,528 )

Net cash provided by financing activities

Cash Flows Used in Operating Activities

cash flows used in operating activities was $3,038,522 during the three months ended March 31, 2026 compared to net cash flows used in

operating activities of $1,751,528 during the three months ended March 31, 2025.

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

net loss for the period partially offset by an increase in prepaid and other current assets, increase in inventories and a decrease in

accounts payable and accrued expenses.

Cash Flows Provided by Financing Activities

the three months ended March 31, 2026, net cash flows provided by financing activities was $7,891,642 compared to net cash flows provided

by financing activities of $3,094,438 during the three months ended March 31, 2025.

The period-to-period change was primarily due to

proceeds from the issuance of Series A Convertible Preferred Stock, partially offset by repayments of convertible notes and debentures.

Sheet Financing Arrangements

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

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

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

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

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

5 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis