What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-04-07 compared with 2024-03-11 · 403 added, 801 removed, 63 unchanged (95% of the section changed)

are a blank check company incorporated on February 9, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger,

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

we refer to throughout this Report as our initial business combination.

To date, our efforts have been limited to organizational activities

related to our initial public offering and our search for a suitable target for a potential business combination.

We have generated no

operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.

we may pursue an initial business combination with a company in any business, industry, sector or geographic location, we currently are

concentrating our efforts on pursuing an acquisition opportunity with a commercial and late-stage pharmaceutical company.

Public Offering

February 23, 2022, we consummated our initial public offering of 28,750,000 units.

Each unit consisted of one Class A ordinary share of

the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the

holder thereof to purchase one Class A ordinary share for $11.50 per share.

The units were sold at a price of $10.00 per unit, generating

gross proceeds to the Company of $287,500,000.

Prior to the closing of our initial public offering, the underwriters for our initial

public offering exercised their over-allotment option in full.

Simultaneously

with the closing of our initial public offering, we completed the private sale of an aggregate of 9,763,333 warrants at a purchase price

of $1.50 per warrant, generating gross proceeds to the Company of $14,645,000.

total of $294,687,500, comprised of the proceeds from the initial public offering after offering expenses and a portion of the proceeds

of the sale of the private placement warrants, was placed in the trust account.

must complete our initial business combination by May 23, 2024 (or by the end of any Extension Period).

If our initial business combination

is not consummated by May 23, 2024 (or by the end of any Extension Period if we extend the period of time to consummate a business combination),

then our existence will terminate, and we will distribute all amounts in the trust account.

companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying

with certain provisions of the Companies Law.

As an exempted company, we have applied for and received a tax exemption undertaking from

the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for

a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on

profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income,

gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares,

debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution

of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation

the extraordinary general meeting of shareholders held on May 18, 2023, our shareholders approved an amendment to our amended and restated

memorandum and articles of association to extend the date by which we must consummate an initial business combination from May 23, 2023

to May 23, 2024.

In connection with the meeting, shareholders holding approximately 26,946,271 Class A ordinary shares exercised their

right to redeem their shares for a pro rata portion of the funds in the trust account.

Following the redemptions, we had approximately

1,803,729 Class A ordinary shares outstanding.

Share Conversion

May 18, 2023, following the extraordinary general meeting, shareholders holding all of the issued and outstanding Class B ordinary shares

elected to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis (the “Sponsor Share Conversion”).

As a result, 7,187,500 of our Class B ordinary shares were cancelled and 7,187,500 of our Class A ordinary shares were issued to such

converting Class B shareholders.

The converting Class B shareholders agreed that all of the terms and conditions applicable to the Class

B ordinary shares set forth in the Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and

the Class B shareholders (the “Letter Agreement”), shall continue to apply to the Class A ordinary shares that the Class

B ordinary shares converted into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim

of any kind to the Trust Account or any monies or other assets held therein.

Following the Sponsor Share Conversion, and the redemptions

mentioned above, we had approximately 8,991,229 Class A ordinary shares issued and outstanding and no Class B ordinary shares issued

and outstanding.

Purchase Agreement

July 14, 2023, we entered into a purchase agreement (the “Sponsor Purchase Agreement”) with the Original Sponsor and the

Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor 4,317,500 of our Class A ordinary shares and 6,834,333

private placement warrants, each exercisable for one Class A Ordinary Share for an aggregate purchase price of $1.00 (the “Sponsor

Purchase Price”), payable at the time we complete an initial business combination.

In addition to the payment of the Sponsor Purchase

Price, the Sponsor also assumed the responsibilities and obligations of the Original Sponsor related to the Company.

On August 18, 2023,

the parties to the Sponsor Purchase Agreement closed the transactions contemplated thereby.

Combination Agreement

December 26, 2023, we entered into an Agreement and Plan of Merger with PowerUp Merger Sub Inc., a Delaware corporation and wholly owned

subsidiary of the Company (“Merger Sub”), the Sponsor, Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox”),

and Ryan Bleeks, in the capacity as the seller representative (as may be amended and/or restated from time to time, the “Merger

Pursuant to the Merger Agreement, among other things, the parties intend to effect the merger of Merger Sub with and

into Visiox, with Visiox continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding

capital stock of Visiox shall be exchanged for shares of common stock, par value $0.0001 per share, of the Company (the “Share

Exchange”) subject to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned

subsidiary of the Company (the Merger, Share Exchange, and the other transactions contemplated by the Merger Agreement, together, the

“Transaction”).

to the closing date of the Transaction, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, we will

migrate out of the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section

388 of the DGCL and Part XII of the Cayman Islands Companies Act.

In connection with the Domestication, each issued and outstanding Class

A ordinary share and Class B ordinary share shall automatically convert, on a one-for-one basis, into one share of the Company’s

Class A common stock and one share of the Company’s Class B common stock, respectively.

Immediately following the Domestication,

(i) each share of the Company’s Class B common stock shall convert automatically, on a one-for-one basis, into one share of the

Company’s Class A Common Stock, (ii) the Company’s Class A common stock will be reclassified as common stock, and (iii) each

public unit will be separated into shares of common stock and public warrants.

is an early-stage biopharmaceutical company.

As a Delaware corporation formed in February 2025, 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 Business Combination we were a privately held Puerto Rico corporation incorporated in September

Our internet address is www.aspirebiolabs.com.

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

Further, from time to time, we may enter into license or collaboration

agreements with other companies that include development funding and significant upfront and milestone payments and/or royalties,

which may become an important source of our revenue.

Accordingly, our revenue may depend on development funding and the achievement

of development and clinical milestones under current and any potential future license and collaboration agreements and sales of our

products, if approved.

We do not currently have any licensing or collaboration agreements.

Manufacturing

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

to do so in the future.

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

our product candidates.

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

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

or we will need to secure alternate suppliers.

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

to oversee our relationships with contract manufacturers.

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

produce sufficient quantities of our high-dose sublingual aspirin product (sometimes referred to informally herein as

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

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.

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

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.

plan to use 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.

An initial trial has been designed to study 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 initial trial is expected to enroll at least eight healthy adult volunteers with each dose

separated by a washout period of seven days and will provide information required to (i) select the optimal drug product formulation

and (ii) inform the design of a second clinical trial to support FDA approval.

We plan to design a second clinical trial to demonstrate

that sublingual administration of the final selected aspirin formulation 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.

Commercialization

have not yet established a sales, marketing or product distribution infrastructure because our lead product candidates are still in early-stage

clinical development.

We generally plan to retain commercial rights in the United States for our product candidates for which we hope

to receive marketing approvals.

We believe that it will be possible for us to access the heart attack and stroke prevention market through

a targeted hospital and/or specialty care sales force.

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.

Company has developed and acquired disruptive sublingual delivery technologies that are a Novel Soluble 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 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.

acquisition (described below).

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 nearly instant treatment impact and also allows high dose absorption.

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).

the initial 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.

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 seek FDA 505(b)(2) Fast Track designation in 2025 for the prescription strength high dose aspirin product given the

history of safety in Q4 of 2024 of Aspirin (and 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.

The 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 intends 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.

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 will be using this batch to

finalize the packaging and manufacturing process, and to provide the products to be used in the upcoming clinical tests which have been scheduled for April 2025.

Glatt’s scientific team will also be conducting the stability testing required by the FDA on this batch to 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.

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

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

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

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

product description, composition, strength, route of administration, prescription v.

OTC, indications, dosing and claims to differentiate

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

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

These reviews were done in preparation for Aspire’s pre-IND meeting with the FDA, its clinical testing, and its NDA.

plans to conduct an in vivo single-dose bioavailability study in healthy human volunteers in approximately April 2025 (“Trial

This clinical trial will evaluate 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) will be evaluated as a secondary endpoint.

Data from this bioavailability study will be used to select the

optimal pharmaceutical formulation of aspirin and to design a pivotal Trial 2 to support filing of an NDA.

Trial 1 will be 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

completion of Trial 1, Aspire plans to request a pre-IND meeting with the FDA in the second quarter of 2025 to discuss plans for continued

development of the high dose aspirin leading to submission of a section 505(b)(2) NDA.

Aspire plans to propose a second clinical trial (“Trial

2”) in approximately 24 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 Trial 2 would be time to TXB2 inhibition.

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

as secondary endpoints Trial 2 will be designed to demonstrate a shorter time to clinically meaningful pharmacodynamic effect (TXB2 inhibition)

following administration of Aspire’s aspirin compared to standard oral aspirin (standard of care for treatment of suspected acute myocardial

Following completion of Trial 2, Aspire intends to submit a section 505(b)(2) NDA for Aspire’s aspirin product to the FDA seeking

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

Additional clinical trials focused on differentiating

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

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

focused on the antithrombotic and analgesic effects of aspirin.

Development Status of Other Products

Aspire’s scientists have developed a working formulation for a sublingually administered melatonin sleep-aid product, in 3mg, 5mg, and 10mg doses.

two months, Aspire will develop and validate the manufacturing process based on this formulation.

In May 2025, Aspire plans to

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.

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

Melatonin is a

wildly popular sleep aid and Aspire has begun exploring licensing possibilities and has also begun discussions with a manufacturing facility

in Puerto Rico.

This formulation will be patent protected in due course.

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

In the first two quarters

of 2025, Aspire intends to develop and validate a manufacturing process and conduct a limited pharmokinetic study.

These products will

be patent protected in due course.

Testosterone :

Aspire’s scientists have developed a formulation for sublingually administered testosterone.

A patent application for the

formulation will be filed in due course.

In the third and fourth quarters of 2025, Aspire will develop and validate the

manufacturing process based on this formulation, and produce a cGMP batch for use in clinical testing and a stability study.

will conduct a Phase One clinical test in approximately the fourth quarter of 2025 for pharmokinetical validation of product

properties, using approximately eight volunteers, and to establish criteria for an NDA with the FDA.

Aspire anticipates, based on

these results, to request a pre-IND meeting with the FDA in the first quarter of 2026, followed by Phase Two clinical testing.

Aspire anticipates this testing to use approximately 32 volunteers.

Aspire intends to submit an NDA for the testosterone product

under 505(b)(2) to the FDA in the first or second quarter of 2026.

Testosterone is not a candidate for fast-track approval, so the

NDA approval process will likely take as much as three years.

Semaglutide :

Aspire’s scientists are in the final phases of developing a working formulation for a sublingual semaglutide product.

to market will be similar to that of testosterone, above, as semaglutide is not likely a candidate for fast-track approval.

Caffeine Products :

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.

Aspire has manufactured trial runs of this supplement and intends to do consumer and safety

testing in Q2 2025.

Aspire believes this product will be ready for launch in Q2 or Q3 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.

Purchase Agreement (“APA”) with Instaprin Pharmaceuticals Inc.

March 28, 2022, Aspire closed an APA with Instaprin Pharmaceuticals Inc.

(“Instaprin Pharmaceuticals”), pursuant to which

Aspire acquired all of the intellectual property of Instaprin Pharmaceuticals including patent applications (including Patent Application

62/794141) filed with the United States Patent and Trademark Office (“USPTO”) on January 18, 2019), copyrights, trademarks

(including the “Instaprin” Trademark Serial No.

86274378 (Registration No.

4823125) filed with the USPTO on May 7, 2014)

trade secrets and proprietary information, all applications for any of the foregoing, and any license or agreements granting rights related

to the foregoing, as part of an overall settlement sanctioned by a U.S.

federal court, as described in the following paragraph (the “Settlement”).

Pharmaceuticals was a Nevada corporation, and its former CEO was the subject of a Securities and Exchange Commission (“SEC”)

complaint, filed on May 29, 2019 in federal court in the District of New Jersey (Case 2:19-cv-13024-ES-MAH).

The complaint alleged that

the former CEO falsely told investors that their money would be used to pay for the operating expenses of Instaprin Pharmaceuticals,

which was developing a revolutionary fast acting aspirin to instantly stop heart attacks and strokes.

Instead, the former CEO allegedly

used investors’ money to largely pay for personal expenses, such as a vacation, clothing, spa treatments, divorce expenses, and

on Island Raceway & Hobby, Inc., his now-defunct remote-controlled toy racecar business, which had previously operated in Lindenhurst,

On June 5, 2019, the U.S.

District Court issued a judgment against the former CEO, Instaprin Pharmaceuticals, Inc, and one

other defendant in the amount of $4,182,627.

purchase price for the Acquired Assets (as defined in the APA) was $3,628,325 plus interest thereon, to be paid to the SEC in satisfaction

of the SEC’s judgment against the former CEO, from sales of the product, as follows:

20% from the first $5,000,000 of sales and

10% from sales thereafter until the entire contingent purchase price obligation is satisfied.

Additionally, ten percent (10%) of Buyer’s

equity was to be delivered at Closing, in proportion to their equity holdings in the Company, to be issued to a Trustee for the former

Instaprin Shareholders, along with an additional ten percent (10%) of Buyer’s equity to be issued to the Company’s service

providers, pursuant to a stock incentive plan to be adopted.

All equity distributions related to the APA have been made at this time.

The foregoing description of the APA is qualified in its entirety by reference to the full text of the APA.

There is no assurance that

the acquisition of Instaprin will be successful or profitable for investors.

As an asset of Aspire Biopharma Inc., Instaprin could pose

risks to Aspire Biopharma Inc.

and its shareholders, including but not limited to those described under “Risk Factors” in

this Offering.

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

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

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

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

Any product candidates that we

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

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

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

approvals of treatments and commercializing those treatments.

These same competitors may invent technology that competes with our product

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

among a smaller number of our competitors.

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

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

complementary to, or necessary for, our programs.

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

through collaborative arrangements with large and established companies.

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

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

government and other third-party payors.

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

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

Our competitors

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

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

In addition, we expect that our products,

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

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

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

product candidates currently under development.

To our knowledge, there are currently no sublingual aspirin products on the market and

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

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

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

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

to operate without infringing on the proprietary rights of others;

and to prevent

others from infringing our proprietary or intellectual property rights.

Our practice is to seek to protect our proprietary and intellectual

property position by, among other methods, filing U.S.

and international patent applications related to our proprietary drug candidates,

inventions and improvements that are important to the development and implementation of our business.

We also rely on trade secrets,

know-how and continuing technological innovation to develop and maintain our proprietary and intellectual property position.

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

PCT/US2024/022318 (which claims priority to

Application No.

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

PCT/US2024/022318 will have a nominal

expiration of March 29, 2044.

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

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

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

The patent applications cover composition of matter (formulations),

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

patent application Serial No.

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

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

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

These PCT applications have PCT Application

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

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

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

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

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

Aspire’s aspirin formulation technology

is covered by pending patent application nos.

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

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

At the time of the Asset Purchase Agreement, Aspire was not aware that the patent properties had expired.

Registration No.

4823125 (granted from Trademark Serial No.

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

documents due on March 29, 2022.

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

which was executed one day prior to the filing deadline.

Aspire has filed new trademark application Serial No.

98793226, which covers

the “Instaprin” mark.

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

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

management had always intended to build upon the acquired intellectual property assets and enhance the patent protections and apply the technology to new patented products and classes of products.

has maintained the relationships with the individuals who cultivated the original science and research.

Aspire has built upon these

technologies, research, and relationships to improve and expand upon the previous intellectual property as reflected in their most

recent patent applications.

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

Schedule for Aspire Biopharma, Inc.

as of March 24, 2025

ASPIRIN FORMULATION

Intellectual Property Organization

ASPIRIN FORMULATION

PCT/US2020/013863

Intellectual Property Organization

ASPIRIN FORMULATION

PCT/US2020/014218

MUCOSAL FORMULATIONS OF ASPIRIN

Intellectual Property Organization

MUCOSAL FORMULATIONS OF ASPIRIN

PCT/US2024/022318

MUCOSAL FORMULATIONS OF ASPIRIN

or Registration Date

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

Regulatory Approval and Compliance

authorities in the United States, at the federal, state and local level, and in other countries and jurisdictions, including the European

Union, extensively regulate, among other things, the research, development, testing, manufacture, pricing, quality control, approval,

packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, post-approval monitoring and reporting,

and import and export of pharmaceutical products.

The processes for obtaining marketing approvals in the United States and in foreign

countries and jurisdictions, along with compliance with applicable statutes and regulations and other regulatory authorities, require

the expenditure of substantial time and financial resources.

Company has filed patent applications for sublingual administration of aspirin products.

The Company believes that this novel use of

aspirin, and the claims, will be beneficial for some patients who are in need of aspirin products that speed the delivery of the

aspirin and avoid the gastric tract (and the powder/granule form under the tongue will be useful for those who can’t swallow

aspirin pills or capsules).

While the FDA has not yet approved this delivery mechanism, the Company believes that they will be able

to demonstrate that the delivery can be accomplished safely and effectively and improve patient outcomes.

The current method of

administration (oral) poses some gastric system issues.

The Company will develop a plan of action to discuss with the FDA and seek

approval for alternative administration and has retained a counsel with 30 years of experience with the FDA to assist the Company on

seeking approval for use in administrating sublingual aspiring products and counsel believes that the FDA would consider and even

welcome a filing that is sufficient to support this novel mode of administration of certain aspirin products.

Counsel has also

advised that the FDA would consider fast-track approval under 505(b)(2).

The Company has successfully accomplished the cGMP

manufactured of its high-dose aspirin product for upcoming clinical trials in support of our FDA approval process and expects to be

carrying out various clinical trials in April 2025.

and Regulation of Drug Products in the United States

the United States, our candidate products are regulated under the Federal Food, Drug and Cosmetic Act, or FDCA, and applicable implementing

regulations and guidance.

The failure of an applicant to comply with the applicable regulatory requirements at any time during the product

development process, including non-clinical testing, clinical testing, the approval process or post- approval process, may result in

delays to the conduct of a study, regulatory review and approval, and/or administrative or judicial sanctions.

These sanctions may include,

but are not limited to, the FDA’s refusal to allow an applicant to proceed with clinical trials, refusal to approve pending applications,

license suspension or revocation, withdrawal of an approval, warning letters, adverse publicity, product recalls, product seizures, total

or partial suspension of production or distribution, injunctions, fines, and civil or criminal investigations and penalties brought by

the FDA or Department of Justice, or DOJ, or other government entities, including state agencies.

Studies and Investigational New Drug Application

an applicant begins testing a compound with potential therapeutic value in humans, the product candidate or compound enters the preclinical

testing stage.

Preclinical tests include laboratory evaluations of product chemistry, formulation and stability, as well as other studies

to evaluate, among other things, the toxicity of the product candidate.

The conduct of the preclinical tests and formulation of the compounds

for testing must comply with federal regulations and requirements, including GLP regulations and standards.

The results of the preclinical

tests, together with manufacturing information and analytical data, are submitted to the FDA as part of an IND.

Some long- term preclinical

testing, such as animal tests of reproductive adverse events and carcinogenicity, and long-term toxicity studies, may continue after

the IND is submitted.

management team and board consist of experienced deal makers, entrepreneurs, executives and investors.

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a wide-ranging set of competencies, with exceptional financial acumen and an extensive track record of growth and value creation.

team is led by Suren Ajjarapu, who has over 25 years of specific experience in growing novel companies, raising capital, mergers and

acquisitions and building superior management teams.

previously established the criteria and guidelines listed below in accordance with our strategy, which we believe are important in evaluating

prospective targets.

However, we are not obligated or limited to pursuing or consummating an initial business combination with a target

business that meets these criteria and guidelines.

The target company has a defensible market position in relation to their competitors.

This defensibility may come from

technology, brand, intellectual property, scale, or talent, among other attributes.

The management team of the target company can execute on compelling growth strategies and/or recruit talented individuals

to help execute the business strategy.

The target company is at an inflection point, and the expertise of our management team combined with capital can improve

financial performance.

The target company is undervalued relative to market comps and/or as evaluated by our management team of seasoned public

company officers and experts.

In addition, our management team believes we can help the target company evaluate and improve its strategy

and corporate governance, leading to successful value creation and re-valuation.

The target company is in a position to increase its growth rates, whether organically or inorganically, and our management team can

help to accelerate that growth through supporting innovation of additional products or services or advising on strategic transactions.

The target company participates in markets of sufficient scale with the potential to achieve meaningful scale after

the initial business combination, organically or through add-on acquisitions.

Risk-Adjusted

We believe that an acquisition of the target company will offer our shareholders attractive risk-adjusted returns on

their investments.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be

based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management

team may deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not

meet any or all of the above criteria and guidelines, we intend to disclose that the target business does not meet the above criteria

in our shareholder communications related to our initial business combination, which, as discussed in our prospectus dated February 17,

2022, would be in the form of proxy solicitation or tender offer materials that we would file with the SEC.

Acquisition Process

evaluating a prospective target business, we conduct a comprehensive due diligence review.

That due diligence review may include, among

other things, financial statement analysis, document reviews, meetings with the target’s management and other employees, consultations

with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek

to obtain as part of our analysis of a target company.

are not prohibited from pursuing an initial business combination with a business that is affiliated with our Sponsor or a member of our

management team.

In the event we seek to complete our initial business combination with a business that is affiliated with our Sponsor

or a member of our management team, we, or a committee of independent and disinterested directors, intend to obtain an opinion from an

independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or an independent

accounting firm that our initial business combination is fair to our company from a financial point of view.

We are not required to obtain

such an opinion in any other context.

of our directors and officers presently have, and any of them in the future may have additional, fiduciary or contractual obligations

to other entities, pursuant to which such officer or director is or will be required to present a business combination opportunity to

such entities.

Business Combination

long as our securities are listed on Nasdaq, our initial business combination must occur with one or more target businesses that together

have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting

commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection

with our initial business combination.

Our board of directors intends to make the determination as to fair market value of our initial

business combination.

While we consider it unlikely that our board of directors will not be able to make an independent determination

of the fair market value of a target business or businesses, it may be unable to do so if the board of directors is less familiar or

experienced with the target business, there is a significant amount of uncertainty as to the value of the target’s assets or prospects,

including if such target is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex

financial analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary

in conducting such analysis.

If our board of directors is unable to independently determine the fair market value of the target business

or businesses, we intend to obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent

accounting firm with respect to the satisfaction of such criteria.

Unless such opinion includes material information regarding the valuation

of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our

shareholders.

However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in

connection with a proposed transaction will include such opinion.

We have also agreed not to enter into a definitive agreement regarding

an initial business combination without the prior consent of our Sponsor.

Additionally, pursuant to Nasdaq rules, any initial business

combination must be approved by a majority of our independent directors.

anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders

own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure

our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or

assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,

but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act.

if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior

to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations

ascribed to the target and us in the business combination.

For example, we could pursue a transaction in which we issue a substantial

number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

In this case,

we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares,

our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent

to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned

or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will

be valued for purposes of the 80% of net assets test.

If the business combination involves more than one target business, the 80% of

net assets test will be based on the aggregate value of all of the target businesses.

If our securities are not listed on Nasdaq for

whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in

our incurring losses and will reduce the funds we can use to complete another business combination.

as a Public Company

believe our structure makes us an attractive business combination partner to target businesses.

As an existing public company, we offer

a target business an alternative to the traditional initial public offering through a merger or other business combination with us.

a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares

or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination

of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

there are various costs and obligations associated with being a public company, we believe target businesses will find this method a

more expeditious and cost-effective method to becoming a public company than the typical initial public offering.

The typical initial

public offering process takes a significantly longer period of time than the typical business combination transaction process, and there

are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present

to the same extent in connection with a business combination with us.

once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public

offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could

delay or prevent the offering from occurring or have negative valuation consequences.

Once public, we believe the target business would

then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests

and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by enhancing a company’s

profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our structure and our management team’s backgrounds makes us an attractive business partner, some potential target

businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder

approval of any proposed initial business combination, negatively.

are an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which

we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates

equals or exceeds $700 million as of the last business day of the preceding second fiscal quarter, and (2) the date on which we have

issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares

held by non-affiliates exceeds $250 million as of the last business day of that year’s second fiscal quarter, or (2) our annual

revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals

or exceeds $700 million as of the last business day of that year’s second fiscal quarter.

the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment

of directors.

As a result, the Nasdaq will consider us to be a “controlled company” within the meaning of the Nasdaq corporate

governance standards.

Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by

an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance

requirements.

We have not utilized these exemptions and have complied with the corporate governance requirements of the Nasdaq, subject

to applicable phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, our shareholders will

not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

funds available for a business combination in the amount of approximately $19.9 million as of December 31, 2023, assuming no redemptions,

before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating

a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance

sheet by reducing its debt ratio.

Because we are able to complete our initial business combination using our cash, debt or equity securities,

or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration

to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party financing

and there can be no assurance it will be available to us.

Our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the IPO.

to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the placement warrants, our shares,

debt or a combination of these as the consideration to be paid in our initial business combination.

We may, although we do not currently

intend to, seek to complete our initial business combination with a company or business that may be financially unstable or in its early

stages of development or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject

us to the numerous risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account

are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A

ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including

for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness

incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial

business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the

amounts held in the trust account.

the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy

solicitation materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we

would seek shareholder approval of such financing.

There are no prohibitions on our ability to raise funds privately or through loans

in connection with our initial business combination.

At this time, we are not a party to any arrangement or understanding with any third

party with respect to raising any additional funds through the sale of securities or otherwise.

of a Target Business and Structuring of Our Initial Business Combination

Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate

fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable

on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination.

The fair market

value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the

financial community, such as discounted cash flow valuation or value of comparable businesses.

Our shareholders will be relying on the

business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair

market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another.

Such standards

used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business

our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain

an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type

of company we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria.

intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this

requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target

businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar

company with nominal operations.

any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities

of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets of a target business

or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be

valued for purposes of the 80% of net assets test.

There is no basis for investors in the IPO to evaluate the possible merits or risks

of any target business with which we may ultimately complete our initial business combination.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor

to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant

risk factors.

evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,

meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,

legal and other information which will be made available to us.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in

our incurring losses and will reduce the funds we can use to complete another business combination.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our lack of

diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the

particular industry in which we operate after our initial business combination;

us to depend on the marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial

business combination with that business, our assessment of the target business’s management may not prove to be correct.

the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future

role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

While it is possible

that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely

that any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure

you that members of our management team will have significant experience or knowledge relating to the operations of the particular target

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business

a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

cannot assure you that we will have the ability to recruit additional managers, or that such additional managers will have the requisite

skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve Our Initial Business Combination

may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended

and restated memorandum and articles of association.

However, we will seek shareholder approval if it is required by applicable law or

stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

the Nasdaq listing rules, shareholder approval would typically be required for our initial business combination if, for example:

issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than

in a public offering);

of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly

or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares

could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related

party involved is classified as such solely because such person is a substantial security holder);

issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval

is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a

variety of factors, including, but not limited to:

timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either

not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in

other additional burdens on the company;

expected cost of holding a shareholder vote;

risk that the shareholders would fail to approve the proposed business combination;

time and budget constraints of the company;

legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Purchases and Other Transactions with Respect to Our Securities

the event we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in

privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.

is no limit on the number of shares such persons may purchase.

However, they have no current commitments, plans or intentions to engage

in such transactions and have not formulated any terms or conditions for any such transactions.

In the event our sponsor, directors,

officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business

combination, such purchases could have the effect of influencing the vote necessary to approve such transaction.

None of the funds in

the trust account will be used to purchase shares in such transactions.

They will not make any such purchases when they are in possession

of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange

Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares

is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

Subsequent to the consummation

of the IPO, we adopted an insider trading policy which requires insiders to:

(i) refrain from purchasing shares during certain blackout

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

to execution.

We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will

be dependent upon several factors, including but not limited to, the timing and size of such purchases.

Depending on such circumstances,

our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

the event that our sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public

shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their

prior elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject

to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers

will comply with such rules.

purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of

obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that

requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears

that such requirement would otherwise not be met.

This may result in the completion of our initial business combination that may not

otherwise have been possible.

addition, if such purchases are made, the public “float” of our ordinary shares may be reduced and the number of beneficial

holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our

securities on a national securities exchange.

Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers,

directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt

of redemption requests submitted by shareholders following our mailing of proxy solicitation materials in connection with our initial

business combination.

To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would

identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share

of the trust account or vote against the business combination.

Such persons would select the shareholders from whom to acquire shares

based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at

the time of purchase.

The price per share paid in any such transaction may be different than the amount per share a public shareholder

would receive if it elected to redeem its shares in connection with our initial business combination.

Our sponsor, officers, directors

or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal

securities laws.

purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange

Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability

for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements that must be

complied with in order for the safe harbor to be available to the purchaser.

Our sponsor, officers, directors and/or their affiliates

will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Rights for Public Shareholders upon Completion of Our Initial Business Combination

will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of

our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account

as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net

of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein.

amount in the trust account is initially anticipated to be approximately $11.03 per public share.

The per-share amount we will distribute

to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay the underwriters.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Our sponsor, our directors, and our officers have entered into the Letter Agreement with us, pursuant to which they have agreed to waive

their redemption rights with respect to their founder shares held by them, and any public shares they may acquire during or after this

offering in connection with the completion of our initial business combination.

on Redemptions

amended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that

would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination

(so that we do not then become subject to the SEC’s “penny stock” rules).

However, the proposed business combination

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital

or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed

business combination.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that

are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business

combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares,

and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

In addition, if accepting all properly

submitted redemption requests in connection with an amendment we seek to make to our amended and restated memorandum and articles of

association would cause our net tangible assets to be less than $5,000,001, we would not proceed with the amendment or the related redemption

of our public shares at such time.

of Conducting Redemptions

will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii)

by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed business combination or conduct

a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction

and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement.

Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with

our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or

seek to amend our amended and restated memorandum and articles of association would require shareholder approval.

We intend to conduct

redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or

stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons.

So long as we obtain

and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.

a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant

to our amended and restated memorandum and articles of association:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies.

the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with

Rule 10b5-1 to purchase our Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer,

to comply with Rule 14e-5 under the Exchange Act.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business

days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business

combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public

shareholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will

be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets

will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the deferred

underwriting commission (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible

asset or cash requirement which may be contained in the agreement relating to our initial business combination.

shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial

business combination.

If, however, shareholder approval of the transaction is required by law or stock exchange listing

requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will, pursuant to our amended and

restated memorandum and articles of association:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules;

proxy solicitation materials with the SEC.

expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote.

expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice

of redemption if we conduct redemptions in conjunction with a proxy solicitation.

Although we are not required to do so, we currently

intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we

are not able to maintain our Nasdaq listing or Exchange Act registration.

the event that we seek shareholder approval of our initial business combination, we will distribute proxy solicitation materials and,

in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business

we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman

Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.

In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and

their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after the IPO

in favor of our initial business combination.

We expect that at the time of any shareholder vote relating to our initial business combination,

our sponsor and its permitted transferees will own approximately 20.0% of our issued and outstanding ordinary shares entitled to vote

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed

In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have

agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a

business combination.

on Redemption upon Completion of Our Initial Business Combination if we Seek Shareholder Approval

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to

more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as “Excess Shares”, without

our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent

attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means

to force us, our sponsor or our management team to purchase their shares at a significant premium to the then-current market price or

on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our

initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor

or our management team at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’

ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit

the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination,

particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net

worth or a certain amount of cash.

we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our

initial business combination.

Share Certificates in Connection with a Tender Offer or Redemption Rights

may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares

in “street name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender

offer documents, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute

proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC System,

rather than simply voting against the initial business combination.

The tender offer or proxy solicitation materials, as applicable,

that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are

requiring public shareholders to satisfy such delivery requirements.

Accordingly, a public shareholder would have from the time we send

out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination

if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final

proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote.

However, we expect that a draft

proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption

if we conduct redemptions in conjunction with a proxy solicitation.

Given the relatively short exercise period, it is advisable for shareholders

to use electronic delivery of their public shares.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through

the DWAC System.

The transfer agent will typically charge the tendering broker a fee of approximately $100.00 and it would be up to the

broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not

we require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising

redemption rights regardless of the timing of when such delivery must be effectuated.

foregoing is different from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with

their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial

business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

such holder was seeking to exercise his or her redemption rights.

After the business combination was approved, the company would contact

such shareholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the shareholder then had

an “option window” after the completion of the business combination during which he or she could monitor the price of the

company’s shares in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open

market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption rights, to which shareholders

were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of

the business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior

to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote

on the proposal to approve the business combination, unless otherwise agreed to by us.

Furthermore, if a holder of a public share delivered

its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect

to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed

promptly after the completion of our initial business combination.

our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their

redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case,

we will promptly return any certificates delivered by public holders who elected to redeem their shares.

of Public Shares and Liquidation If No Initial Business Combination

amended and restated memorandum and articles of association provides that we will have until May 23, 2024 (or until the end of any Extension

Period) to consummate an initial business combination.

If we have not consummated an initial business combination by May 23, 2024 or

by the end of any Extension Period, we will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously

released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding

public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to

receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to

the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption

rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business

combination by May 23, 2024 or by the end of any Extension Period.

Our amended and restated memorandum and articles of association provides

that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing

procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days

thereafter, subject to applicable Cayman Islands law.

initial shareholders and each member of our management team have entered into an agreement with us, pursuant to which they have agreed

to waive their rights to liquidating distributions from the trust account with respect to any founder shares and placement shares (but

will retain such rights for any public shares) they hold if we fail to consummate an initial business combination by May 23, 2024 or

by the end of any Extension Period (although the initial shareholders, and each member of our management team will be entitled to liquidating

distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination

within the prescribed time frame).

initial shareholders and each member of our management team have agreed, pursuant to a written agreement with us, that they will not

propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing

of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial

business combination or to redeem 100% of our public shares if we do not complete our initial business combination by May 23, 2024 or

by the end of any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary

shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned

on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding

public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001

either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC’s “penny

stock” rules).

If this optional redemption right is exercised with respect to an excessive number of public shares such that we

cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares

at such time.

This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial shareholders,

any member of our management team or any other person.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

funded from amounts remaining from the funds held outside the trust account (if any) (being none as of December 31, 2023), together with

up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there

will be sufficient funds for such purpose.

we were to expend all of the net proceeds of our initial public offering and the sale of the placement warrants, other than the proceeds

deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption

amount received by shareholders upon our dissolution would be $11.03.

The proceeds deposited in the trust account could, however, become

subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.

We cannot assure

you that the actual per-share redemption amount received by shareholders will not be less than $11.03.

While we intend to pay such amounts,

if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements

with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our

public shareholders, there is no guarantee that such parties will execute such agreements or, even if such parties execute such agreements,

that such parties would be prevented from bringing claims against the trust account for, among other things, fraudulent inducement, breach

of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in

order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third-party

refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis

of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management

believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would

agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

the underwriters of our initial public offering and our independent registered public accounting firm have not executed agreements with

us waiving such claims to the monies held in the trust account.

Further, there is no guarantee that such entities will agree to waive

any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will

not seek recourse against the trust account for any reason.

In order to protect the amounts held in the trust account, our sponsor has

agreed that it will be liable to us if and to the extent any claims by (A) a third-party for services rendered or products sold to us

(other than our independent registered public accounting firm), or (B) a prospective target business with which we have discussed entering

into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $11.03 per public share and (ii) the

actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $11.03

per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our

tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed

a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters

of our initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed

waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such

third-party claims.

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently

verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets

are securities of our company.

Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

officers, directors or other affiliates will indemnify us for claims by third parties including, without limitation, claims by vendors

and prospective target businesses.

Recourse against us and our sponsor will be limited as noted herein;

there will not be any recourse

against any of our affiliates other than sponsor as noted herein.

the event that the proceeds in the trust account are reduced below the lesser of (i) $11.03 per public share and (ii) the actual amount

per public share held in the trust account as of the date of the liquidation of the trust account if less than $11.03 per public share

due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our tax

obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations

related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce

its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against

our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business

judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you that due to claims of creditors the actual

value of the per-share redemption price will not be less than $11.03 per public share.

seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to

have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

However, there is no guarantee

that such parties will execute such agreements or, even if such parties execute such agreements, that such parties would be prevented

from bringing claims against the trust account for, among other things, fraudulent inducement, breach of fiduciary responsibility or

other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with

respect to a claim against our assets, including the funds held in the trust account.

Our sponsor will also not be liable as to any claims

under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities

We have access to approximately no liquid assets (based on the amount held outside of the trust account as of December 31, 2023)

with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated

to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims

and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors,

however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,

the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy

or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any

bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $11.03 per public share to

our public shareholders.

Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition

is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor

and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result,

a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.

Furthermore, our board of directors

may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself

and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of

We cannot assure you that claims will not be brought against us for these reasons.

public shareholders are entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares

if we do not complete our initial business combination by May 23, 2024 or by the end of any Extension Period, (ii) in connection with

a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of

our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial

business combination or to redeem 100% of our public shares if we do not complete our initial business combination by May 23, 2024 or

by the end of any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary

shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.

Public shareholders

who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall

not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we

have not consummated an initial business combination by May 23, 2024 or by the end of any Extension Period with respect to such Class

A ordinary shares so redeemed.

In no other circumstances will a shareholder have any right or interest of any kind to or in the trust

In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting

in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable

pro rata share of the trust account.

Such shareholder must have also exercised its redemption rights described above.

These provisions

of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles

of association, may be amended with a shareholder vote.

identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from

other entities having a business objective similar to ours, including other blank check companies.

Many of these entities are well established

and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these

competitors possess financial, technical, human and other resources greater than ours.

Our ability to acquire larger target businesses

will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition

of a target business.

our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available

to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not

be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

Capital Management

currently have two officers.

These individuals are not obligated to devote any specific number of hours to our matters but they intend

to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

of time our officers devote in any time period varies based on the stage of the business combination process we are in.

We do not intend

to have any full-time employees prior to the completion of our initial business combination.

team is led by our Chief Executive Officer Kraig Higginson.

Reporting and Financial Information

have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the

requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act,

our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

have registered our Common Stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we

file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports

will contain financial statements audited and reported on by our independent registered public accountants.

will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender

21 unchanged sentences

Act may increase the time and costs necessary to complete any such acquisition.

have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing

a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial

business combination.

are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman

Islands and, as such, are exempted from complying with certain provisions of the Companies Act.

As an exempted company, we have applied

for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions

Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman

Islands imposing any tax to be levied on profits, income, gains or appreciation will apply to us or our operations and, in addition,

that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will

be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part

of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or

other sums due under a debenture or other obligation of us.

are an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

30 unchanged sentences

the SEC at www.sec.gov.

internet address is www.powerupacq.com.

internet address is https://aspirebiolabs.com/.

The information on our website is not, and shall not be deemed to be, part of this Annual Report

2 unchanged sentences

All website addresses in this report are intended to be inactive textual references only.

For additional information about us, our business, and our brand, please visit our website at https://aspirebiolabs.com/.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business