What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-15 · 451 added, 378 removed, 698 unchanged (54% of the section changed)

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

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

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

30, 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

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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.

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

(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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We do not currently have any licensing or collaboration

Manufacturing

August 10, 2026, we completed the acquisition of Dura Drive Control Systems (“DCS”), a tier-one supplier specializing

in automotive systems that facilitate electronic driver control and the migration toward vehicle electrification, safety, lightweighting,

and sustainability.

The acquisition is expected to enhance our ability to deliver increased revenues, durable earnings and cash flow,

driven by a new portfolio of product offerings in the large and growing markets for vehicle and mobility control systems.

Accounting Policies

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

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for the aspirin product.

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

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

product and a single dose of standard oral aspirin.

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

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

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

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

This clinical trial concluded in July, 2025.

A successful clinical trial was completed in the third quarter of 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 6 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 aspirin.

This clinical trial concluded in the third quarter of 2025.

We received the final report in September 2025.

The result of the clinical trials

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

blood (compared to aspirin tablets) and that the anti-coagulant 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.

of the clinical trials was 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

These results will be the backbone of a 505(b)(2) submission to the FDA planned for the first six months of 2027, once the next clinical trial

is concluded.

Commercialization

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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

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

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

and drug efficacy, dosage management, and response time.

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by the Company through the Instaprin Pharmaceuticals, Inc.

acquisition (described below).

This technology will facilitate development

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

formulation, and “trade secret” process.

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

which allows for rapid sublingual absorption.

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

also allows high dose absorption.

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

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

A second patent application was

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

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

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.

Aspire’s drug delivery 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

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

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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.

current aspirin applications are often limited due to side effects from gastric irritation.

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

approval request in late 2026 or early 2027 for the prescription strength high dose aspirin product given the history of aspirin (and

over 100 years of history).

Development Status of Aspire’s Aspirin Product

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

Glatt used this batch to finalize

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

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

Glatt’s scientific

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

This is in addition

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

for Aspire’s low dose sublingual aspirin product.

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

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

Glatt used this batch to

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

place in Florida and ended in the third quarter of 2025, with the final clinical trial study results provided to Aspire on September

Glatt’s scientific team conducted the stability testing required by the FDA on this batch to help determine product

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, and improving the

Pace Analytical is assisting with the testing process.

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

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

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

The final clinical

trial report was received on September 5, 2025.

This clinical trial evaluated pharmacokinetic endpoints including but not limited to

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

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

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

Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure

of platelet inhibition) was evaluated as a secondary endpoint.

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

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

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

filing requirements under 21 C.F.R.

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

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

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

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

The results showed that Aspire’s product entered the bloodstream

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

Management believes that both results

are very positive.

recently conducted an in vivo single-dose bioavailability study in healthy human volunteers which ended in the third quarter of 2025.

The final clinical trial report was received on September 5, 2025.

This clinical trial evaluated pharmacokinetic endpoints including

but not limited to maximum concentrations of aspirin and/or its metabolites in plasma (“Cmax”), time of maximum concentrations

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

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

Pharmacodynamic effect on serum thromboxane B2 (TXB2,

a market relating to 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

to that of standard oral aspirin.

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

the FDA responded positively on November 13, 2025, providing essential guidance for 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 to that of standard oral aspirin.

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

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

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of suspected acute myocardial infarction).

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

Aspire is hoping to conduct this next trial during the first six months of 2027.

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

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

Aspire may, although it is not required to, conduct

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

order to support its claims and labeling.

Aspire may, although 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.

Melatonin is a popular sleep

aid and Aspire has begun exploring licensing possibilities.

The Company has filed for patent protection of its melatonin formulation

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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 has developed a working formula for a single-serving sublingual caffeine supplement using its patent-pending

sublingual absorption technology.

Aspire first manufactured initial 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

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.

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).

Aspire has registered several trademarks that it

intends to use with these products and obtained domain names as well.

The trademark for the

wordmark “Buzz Bomb” was issued to Aspire by the

USPTO in July 2026.

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 on a limited basis 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.” The new marketing and labeling of these

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

The Company has subsequently placed more product

orders and is selling Buzz Bomb products online (see buzzbombcaffeine.com), on Amazon, and at events all over the

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

Xanax), clopidogrel, and microdose nicotine, 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

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

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as set forth above.

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

Registration No.

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

Trademark Registration No.

4823125 (granted from Trademark Serial No.

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

documents due on March 29, 2022.

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

which was executed one day prior to the filing deadline.

Aspire has filed new trademark application Serial No.

98793226, which covers

the “Instaprin” mark.

86274378) was cancelled on April 8, 2022, for

failure to file maintenance documents due on March 29, 2022.

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

the Asset Purchase Agreement, which was executed one day prior to the filing deadline.

Aspire has filed new trademark application Serial

98793226, which covers the “Instaprin” mark.

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

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Schedule for Aspire Biopharma, Inc.

as of April 10, 2026

as of June 30, 2026

MUCOSAL FORMULATIONS OF ALPRAZOLAM

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CAFFEINE…ACCELERATED

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

buzzbombcaffeine.com.

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

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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Biopharma, Inc., a Puerto Rico corporation.

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

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

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

being the surviving company.

giving effect to the Reverse Recapitalization, Aspire Biopharma, Inc.

became a wholly-owned subsidiary of New Aspire.

In accordance with

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a Delaware corporation.

Also prior to the Closing Date, Aspire Biopharma, Inc deregistered as a Puerto Rican entity and domesticated

Also prior to the Closing Date, Aspire Biopharma, Inc.

deregistered as a Puerto Rican entity and domesticated

as a Delaware corporation (the “Aspire Domestication”) in accordance with Section 3746 of the Puerto Rico General Corporations

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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”).

share, after giving effect to the Reverse Split as described in Note 1.

Description of Organization and Business , 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

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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

as described in Note 1.

Description of Organization and Business , 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.

All 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

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

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

per share less than the floor price of $4.00 per share ( see Note 5.

Convertible Notes ).

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

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

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.

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was treated as the accounting acquirer.

Aspire Biopharma, Inc has been determined to be the accounting acquirer based on evaluation of

Aspire Biopharma, Inc.

has been determined to be the accounting acquirer based on evaluation of

the following facts and circumstances under the redemption scenarios:

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statements were issued.

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

Second ELOC Agreement replaces the ELOC Agreement ( see Note 6.

Commitment and Contingencies ).

Purchase Agreement

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

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

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

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

The conversion price per share

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

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

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

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

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

of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures (“Requisite

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

The conversion price per share of each Debenture

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

trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as

defined in the Debentures), subject to adjustments related to the trading price of the Company’s common stock provided that no

conversion may be at a price per share less than the floor price of $4.00 per share.

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

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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

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

amount of $9,687,500 for a subscription price of $7,750,000 (the “August 2025 Notes”) with a maturity date of February 19,

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

an interest rate.

Of the $7,750,000 total funding under the Securities Purchase Agreement, $4,500,000 was funded on August 19, 2025 (the

“first Tranche”), $1,000,000 was funded on September 22, 2025 (the “Second Tranche”), and the balance of $2,250,000

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

The Notes are convertible into up to an aggregate of 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.

rata portion of 1,755 shares of common stock after giving effects to the Reverse Splits ( see Note 1.

Description of Organization and

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

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

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

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

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

February 19, 2026.

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

and do not bear an interest rate.

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

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

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

The Notes are convertible into up

to an aggregate of 122,647 Common Stock (the “Conversion Shares”) after giving effects to the Reverse Splits ( see

Description of Organization and Business ), 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

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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.

the Company after giving effects to the Reverse Splits ( see Note 1.

Description of Organization and Business ).

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.

effects to the Second Reverse Split ( see Note 1.

Description of Organization and Business ).

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

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“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.

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

The deficiency

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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).

order to do so, the Company was required to achieve and maintain an MVLS of at least $50,000,000 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,

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

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

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

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

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

2025 and for late filing of the Form S-1, as required by Blackstone Subscription Agreement discussed in Note 5.

Convertible Notes ,

and second citing a cross default to the Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra Alternative

Capital Strategies, LLC as described in Note 7.

Securities Purchase Agreements , both entities controlled by the Company’s

former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital

Advisors, Inc.

that was terminated effective February 17, 2025.

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

made within the automatic extension period.

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

Company filed Form NT 10-K and the required filings were made within the automatic extension period.

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

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Additionally, the Agreement provides for an extension of

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

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

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

connection with the Agreement, the Company agreed to issue $21 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, who was then a member

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

Howe continued to serve as a Director on the Board

until his resignation.

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

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

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

The Company is currently undergoing a

search for a permanent CEO with appropriate experience.

Description of Organization and Business 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.

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.

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.

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

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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.

Company’s common stock (the “Exchanges”) ( see Note 5.

Convertible Notes ).

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.

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

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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.

into 13,121 shares of common stock of the Company after giving effects to the Reverse Splits (see Note 1.

of Organization and Business) .

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

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

A Preferred Stock

A Convertible Preferred Stock

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

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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).

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 (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

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

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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.

liquidation, dissolution, 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

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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”).

initial closing of the issuance of Preferred Stock occurred on February 6, 2026 (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

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

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

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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.

connection with the Offering, the Company filed 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 was required to file a proxy statement within ten (10) business days after the initial

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

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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.

to Articles of Incorporation or Bylaws:

Change in Fiscal Year

On April 13, 2026, the Company

filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Designation of Series A Convertible

Preferred Stock to amend the Company’s previously filed Certificate of Designation of Series A Convertible Preferred Stock, which

was originally filed on February 2, 2026.

Pursuant to the Certificate of Amendment, the Company amended certain provisions of the Certificate

of Designation, including clarifying and restating provisions relating to the designation and number of shares of Series A Convertible

Preferred Stock.

As amended, the Company has designated 30,000 shares of Series A Convertible Preferred Stock, each with a par value of

$0.0001 and a stated value of $1,000 per share.

On April 13, 2026, the Company

filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Designation of Series A Convertible

Preferred Stock to amend the Company’s previously filed Certificate of Designation of Series A Convertible Preferred Stock, which

was originally filed on February 2, 2026 in order to clarify and restate provisions relating to the designation and number of shares of

Series A Convertible Preferred Stock.

As amended, the Company has designated 30,000 shares of Series A Convertible Preferred Stock, each

with a par value of $0.0001 and a stated value of $1,000 per share.

On May 11, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment

to the Company’s Certificate of Incorporation to effect a 1-for-30 reverse stock split of the Company’s issued and outstanding

common stock.

On June 10, 2026, the Company

entered into a purchase agreement (the “Purchase Agreement”) with FireFish TopCo, LLC (the “Seller”, and, collectively

with its Subsidiaries listed in the Purchase Agreement, “Sellers”), pursuant to which (i) the Seller agreed to sell, and

cause the applicable Sellers to sell, and the Company agreed to purchase or cause certain of its Affiliates to purchase, all of the equity

interests in certain of Seller’s subsidiaries listed in the Purchase Agreement (the aforementioned equity interests, collectively,

the ‘Transferred Equity Interests”, and such subsidiaries, “Transferred Entities”), free and clear of all Liens,

other than the Permitted Liens and in accordance with the applicable Local Transfer Documents and (ii) the Seller agreed to sell, and

cause the applicable Sellers to sell, and the Company agreed to purchase, or cause certain of its affiliates to purchase, all of the

assets of the other Business Entities as defined as Transferred Entities, DUS Operating Inc.

with respect to the U.S.

Enterprise and

Automotive Czech with respect to the KOP Enterprise constituting the balance of the Business defined as the business of designing, manufacturing,

marketing and selling automotive systems that facilitate electronic driver control and the migration toward vehicle electrification,

safety, light weighting and sustainability, as conducted by the Transferred Entities on June 10,2026, and in respect to (a) Automotive

Czech, the business conducted by the KOP Enterprise and (b) DUS Operating Inc., the business conducted by the U.S.

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.

As consideration for such purchase, the Company agreed to pay the Seller (or one or more of its designated

other Sellers or Affiliates) at least two (2) Business Days prior to the date of Closing (“Closing Date”) an amount equal

(i) $30,000,000 (the “Purchase Price”) plus (ii) $800,000 in respect of deferred revenue of the Business Entities (such

$800,000 representing an agreed upon fixed credit for the deferred revenue, regardless of the actual amount of the deferred revenue),

minus (iii) any Income Tax obligations of the Transferred Entities net of any Income Tax receivables, minus (iv) Indebtedness of the

Transferred Entities as of the closing (such final amount, the “Closing Purchase Price”).

The Purchase Price will be allocated

among the Transferred Entities and/or business units listed in the Purchase Agreement.

To the extent relevant under applicable

Tax Law, the Purchase Price associated with each Transferred Entity and/or business unit will be further allocated among the assets of

such Transferred Entities in a manner consistent with Section 1060 of the Internal Revenue Code.

August 6, 2026, the Company entered into an Escrow and Closing Agreement pursuant to which the parties acknowledged and agreed that all

conditions to the closing of the transactions per the Purchase Agreement had been satisfied.

( see Note 11.

Subsequent Events )

Letter for Credit Facility

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Financial Definitions/Components of Results

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

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

and acquisition expenses .

Merger and acquisition expenses include costs directly related

to business acquisitions.

and marketing expenses .

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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.

our significant accounting policies are described in ( Note 2.

Significant Accounting Policies ) to our unaudited 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 unaudited condensed consolidated financial statements.

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

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The Company accounts for forfeitures when they occur.

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 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.

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 606.

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Accounting Pronouncements

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

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

discussion of recently issued accounting standards applicable to us is described in Note 2, Significant Accounting Policies ,

in the notes to the unaudited condensed consolidated financial statements contained elsewhere in this Quarterly Report on

of Operations

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

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,

of Three Months Ended June 30, 2026 and 2025

following table sets forth our unaudited condensed consolidated statements of operations data for the three months ended June 30, 2026,

Three Months Ended June 30,

Cost of revenue

Inventory write off

Operating expenses

General and administrative

Research and development

Sales and marketing

Merger and acquisition

Total operating expenses

Loss from operations

Other income (expenses):

Interest income

Interest expense

Change in fair value of derivative liabilities and convertible notes

Gain (loss) on extinguishment of debt

Total other expense, net

$ (1,268,142 )

$ (1,981,293 )

the three months ended June 30, 2026, total revenue was $63,104 and total cost of revenue was $50,818 and a write-off of obsolete inventory to it carrying value totaling $42,372.

We began selling our products

during the quarter ended September 30, 2025;

therefore no sales were recorded during the three months ended June 30, 2025.

and Administrative

and administrative expenses for the three months ended June 30, 2026, was $970,211 as compared to $395,692 for the three months ended

June 30, 2025.

The $574,519 increase in general and administrative primarily consists of increases in professional fees such as legal

and accounting.

and Development

and development expenses for the three months ended June 30, 2026, was $233,482 as compared to $352,887 for the three months ended June

The $119,405 decrease in research and development reflects the reduction in product development costs as our products are now

and Marketing

and marketing for the three months ended June 30, 2026, was $1,215,025 as compared to $51,311 for the three months ended June 30, 2025.

The $1,163,714 increase in sales and marketing reflects increases in marketing such as investor awareness costs and product sampling

as we continue to develop our products.

and acquisition

and acquisition expenses for the three months ended June 30, 2026, was $229,418 as compared to $0 for the three months ended June 30,

The $229,418 increase in merger and acquisition expenses is a result of costs incurred related to the anticipated DCS transaction.

income was $56,676 for the three months ended June 30, 2026, and is due to an increase in cash deposits during the second quarter of

expense for the three months ended June 30, 2026 was $0 as compared to $527,893 for the three months ended June 30, 2025.

in interest expense of $527,893 is a result of the full payment or conversion to equity of the outstanding balances of the convertible

notes, subscription agreement loans, and the amortization of debt discount associated with the notes payable – related party in

in fair value of derivative liabilities and convertible notes

in fair value of derivative liabilities and convertible notes for the three months ended June 30, 2026, was $0 as compared to $289,126

for the three months ended June 30, 2025.

The $289,126 reduction in change in fair value of derivative liabilities and convertible notes

is the result of the full payment or conversion to equity of the outstanding balance of the subscription agreement loans, convertible

notes and the related derivative liability.

(loss) on extinguishment of debt

gain (loss) on extinguishment of debt for the three months ended June 30, 2026 of $1,353,679 was primarily due to the write off of balances

related to the Srirama Associates LLC legal claim following the dismissal of the claim with prejudice on June 29, 2026.

of Six Months Ended June 30, 2026 and 2025

following table sets forth our unaudited condensed consolidated statements of operations data for the six months ended June 30, 2026

For the Six Months Ended June 30,

Cost of revenue

Inventory write off

Operating expenses

General and administrative

(13,478,572 )

Research and development

Sales and marketing

Merger and acquisition

Total operating expenses

(12,056,315 )

Loss from operations

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Change in fair value of derivative liabilities and convertible notes

Loss on extinguishment of debt

Other expense, net

Gain (loss) on extinguishment of debt

Total other expense, net

$ (4,491,034 )

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.

$ (17,922,621 )

the six months ended June 30, 2026, total revenue was $91,457 and total cost of revenue was $73,421 and a write-off of obsolete inventory to it carrying value totaling $42,372.

We began selling our products

during the quarter ended September 30, 2025;

therefore no sales were recorded during the six months ended June 30, 2025.

and Administrative

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 administrative expenses for the six months ended June 30, 2026 was $1,990,668 as compared to $15,469,240 for the six months ended

June 30, 2025.

The $13,478,572 decrease in general and administrative expenses is primarily due to a reduction in stock-based compensation.

and Development

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

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 development expenses for the six months ended June 30, 2026 was $530,205 as compared to $615,980 for the six months ended June 30,

The $85,775 decrease in research and development is due to a reduction in product development costs as our products are now marketable.

and Marketing

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.

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.

and marketing for the six months ended June 30, 2026 was $1,549,764 as compared to $271,150 for the six months ended June 30, 2025.

$1,278,614 increase in sales and marketing reflects increases in marketing costs related to investor awareness and product sampling as

we continue to develop our products.

and acquisition

and acquisition expenses for the six months ended June 30, 2026 was $229,418 as compared to $0 for the six months ended June 30, 2025.

The $229,418 increase in merger and acquisition expenses is a result of costs incurred related to the anticipated DCS transaction.

the six months ended June 30, 2026, we wrote off $42,372 of obsolete inventory to its carrying value.

income of $61,685 for the six months ended June 30, 2026, and is due to an increase in cash deposits during the second quarter of 2026.

expense for the six months ended June 30, 2026 was $1,595,315 as compared to $817,824 for the six months ended June 30, 2025.

in interest expense of $777,491 is a result of the full payment or conversion to equity of the outstanding balances of the convertible

notes, subscription agreement loans, and the amortization of debt discount associated with the notes payable – related party in

in fair value of derivative liabilities and convertible notes

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.

in fair value of derivative liabilities and convertible notes for the six months ended June 30, 2026 was $251,532 as compared to $384,318

for the six months ended June 30, 2025.

The $635,850 decrease in change in fair value of derivative liabilities and convertible notes

is a result of the full payment or conversion to equity of the outstanding balance of the subscription agreement loans, convertible notes

and the related derivative liability.

on extinguishment of debt

gain (loss) on extinguishment of debt for the six months ended June 30, 2026 of $1,353,679 is primarily the result of the write off of the Srirama Associates LLC

legal claim following the dismissal of the claim with prejudice on June 29, 2026 partially offset by the loss on costs related to certain debt conversions.

and Capital Resources

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 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.

primary source of liquidity has been cash from financing activities.

As of June 30, 2026, working capital was $11,779,348 and cash was

For the six months ended June 30, 2026, our net loss was $4,491,034 and we had an accumulated deficit of $31,749,115.

February 2025, we received proceeds of approximately $265,827 as a result of the Reverse Recapitalization.

Immediately after the consummation

of the Reverse Recapitalization, we 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

( see Note 5.

Convertible Notes ).

In February 2026, we entered into a Securities Purchase Agreement ( see Note 7.

Purchase Agreement ) pursuant to which we 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.

We also entered into an ELOC agreement in

November 2025, to which we can sell up to $100 million in common stock over 24 months.

In April 2026, we closed the final tranche of

the Securities Purchase Agreement and received an additional $9,000,000 after payment of applicable fees.

assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs.

Our expected 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,

that our current liquidity position is sufficient to fund our operations for at least one year after the filing of these unaudited condensed

consolidated financial statements.

Flows for the Six Months Ended June 30, 2026 and 2025

following table summarizes our cash flows from operating and financing activities for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

Net cash used in operating activities

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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 used in operating activities was $5,154,196 during the six months ended June 30, 2026, compared to net cash flows used in

operating activities of $2,891,838 during the six months ended June 30, 2025.

The period-to-period change was a result of the change

in noncash stock compensation of $14,102,094 and the decrease in net loss for the periods, increase in prepaid expenses and other assets

and decrease in accounts payable and due from related party.

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.

the six months ended June 30, 2026, net cash flows provided by financing activities was $16,317,428, compared to net cash flows provided

by financing activities of $3,094,438 during the six months ended June 30, 2025.

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

from the issuance of Series A Convertible Preferred Stock of $17,951,119, 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 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.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate

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

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

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

Quantitative and Qualitative Disclosures About Market Risk

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What changed 10-Q

Item 2. Management’s Discussion and Analysis