What changed in this filing

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Item 1A. Risk Factors

2025-04-07 compared with 2024-03-11 · 1048 added, 37 removed, 3 unchanged (100% of the section changed)

Risk Factors.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required

by this Item.

Factors that could cause our actual results to differ materially from any forward-looking statements in this Report are

any of the risks described in our final prospectus for our initial public offering filed with the SEC and the risks described in this

Report and other reports we have filed with the Securities and Exchange Commission.

Any of these factors could result in a significant

or material adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or

that we currently deem immaterial may also impair our business or results of operations.

a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by

Factors that could cause our actual results to differ materially from any forward-looking statements in this Report are any

of the risks described in our final prospectus for our initial public offering filed with the SEC and the risks described in this Report

and other reports we have filed with the Securities and Exchange Commission.

Any of these factors could result in a significant or material

adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently

deem immaterial may also impair our business or results of operations.

is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

are an early stage company with no revenue or basis to evaluate our ability to select a suitable business target;

may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed

performance by our management team or their respective affiliates may not be indicative of future performance of an investment in

expectations around the performance of a prospective target business or businesses may not be realized;

may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise;

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we

may enter into our initial business combination with a target that does not meet such criteria and guidelines, and, the target business

with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and

officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have

conflicts of interest with our business or in approving our initial business combination;

may not be able to obtain additional financing to complete our initial business combination or reduce number of shareholders requesting

may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing

market price of our shares at that time;

the conditions to closing contained in the Business Combination Agreement we entered into in December 2023, are not met or waived,

the business combination may not occur;

may not be given the opportunity to choose the initial business target or to vote on the initial business combination;

account funds may not be protected against third party claims or bankruptcy;

active market for our public securities’ may not develop and you will have limited liquidity and trading;

availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to

the business combination;

financial performance following a business combination with an entity may be negatively affected by their lack an established record

of revenue, cash flows and experienced management;

macro economic conditions, geopolitical events and international conflicts beyond our control could result in market volatility that

could adversely affect our stock price and may impact our financial condition and search for a target company;

independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about

our ability to continue as a “going concern.”

has a limited operating history upon which investors can evaluate Aspire’s performance, and accordingly, Aspire’s prospects

must be considered in light of the risks that any new company encounters;

has incurred net losses in every year since its inception and anticipates that it will continue to incur substantial and increasing

net losses in the foreseeable future, especially if Aspire faces difficulties in obtaining capital;

will require substantial additional financing to achieve its goals, and a failure to obtain this necessary capital when needed could

force Aspire to delay, limit, reduce or terminate its product development or commercialization efforts;

may implement new lines of business or offer new products and services within existing lines of business;

relies on various intellectual property rights, including trademarks, in order to operate its business;

Pharmaceuticals’ former Chief Executive officer, Donald A.

Milne III, was convicted, on a conspiracy to commit securities fraud

success depends on the experience and skill of the board of directors, its executive officers and key employees.

If it is not successful

in attracting and retaining highly qualified personnel, Aspire may not be able to successfully implement its business strategy;

dependent on certain key personnel, Aspire does not have any key person life insurance policies on any such people.;

to Aspire’s reputation could negatively impact its business, financial condition and results of operations;

business could be negatively impacted by cyber security threats, attacks and other disruptions.

breaches of confidential customer information, in connection with Aspire’s electronic processing of credit and debit card transactions,

or confidential employee information may adversely affect Aspire’s business as we gain access to such information;

internal computer systems, or those used by third party contractors or consultants, may fail or suffer security breaches;

operates in a highly regulated environment, and if Aspire is found to be in violation of any of the federal, state, or local laws

or regulations applicable to it, Aspire’s business could suffer;

technology platforms and product candidates are based on novel technologies, and the development and regulatory approval pathway

for such product candidates is unproven (in that all aspirin products previously approved by the FDA were administered orally rather

than sublingually) and may never lead to marketable products.

Even if Aspire obtains regulatory approval of its product candidates,

the products may not gain market acceptance among physicians, patients, hospitals and others in the medical community;

business is highly dependent on the success of its lead product candidate, high-dose sublingual aspirin, which will require significant additional clinical

testing before Aspire can seek regulatory approval and potentially launch commercial sales;

development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be

predictive of future clinical trial results.

Aspire’s clinical trials may fail to demonstrate adequately the safety and efficacy

of one or more of its product candidates, which would prevent or delay regulatory approval and commercialization;

product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent

their regulatory approval, limit their commercial potential, if approved, or result in significant negative consequences;

Aspire encounters difficulties enrolling patients in its clinical trials, Aspire’s clinical development activities could be

delayed or otherwise adversely affected;

relies and will rely on third parties to conduct its clinical trials, which are expensive, time consuming, and difficult to design

and implement.

If these third parties do not successfully carry out their contractual duties or meet expected deadlines, Aspire may

not be able to obtain regulatory approval of or commercialize its product candidates;

Aspire fails to develop additional product candidates, its commercial opportunity will be limited;

is subject to a multitude of manufacturing and supply chain risks, any of which could substantially increase its costs and limit

the supply of its product candidates;

currently has no marketing and sales organization and has no experience in marketing products.

If Aspire is unable to establish marketing

and sales capabilities or enter into agreements with third parties to market and sell its product candidates, Aspire may not be able

to generate product revenue;

variety of risks associated with marketing Aspire’s product candidates internationally could materially adversely affect Aspire’s

faces significant competition from other biotechnology and pharmaceutical companies, and its operating results will suffer if it

fails to compete effectively;

in our securities involves a high degree of risk.

Any of these risks may have a material adverse effect on our business, financial condition,

results of operations and cash flows and our prospects could be harmed by them.

In that event, the price of our securities could decline

and you could lose part or all of your investment.

This “Risk Factors” section identifies all material risk factors currently

known by Aspire that make investment in Aspire’s Common Stock and warrants speculative or risky, but it does not purport to present

an exhaustive description of all risks.

Before you invest in us, you should carefully consider the following risks, as well as general

economic and business risks, and all of the other information contained in this proxy statement/prospectus.

Aspire shareholders should

carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus,

before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

When determining whether to invest, you should also refer to the other information contained in this proxy statement/prospectus, including

the financial statements of Aspire and the related notes thereto, and the other financial information concerning us included elsewhere

in this proxy statement/prospectus.

These risk factors are not exhaustive and investors are encouraged to perform their own investigation

with respect to our business, financial condition and prospects.

related to our Business

has a limited operating history upon which investors can evaluate Aspire’s performance, and accordingly, Aspire’s prospects

must be considered in light of the risks that any new company encounters.

is still in an early phase and we are just beginning to implement our business plan.

There can be no assurance that we will ever operate

The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays

usually encountered by early-stage companies.

Aspire may not be successful in attaining the objectives necessary for it to overcome these

risks and uncertainties.

has incurred net losses in every year since its inception and anticipates that it will continue to incur substantial and increasing net

losses in the foreseeable future, especially if Aspire faces difficulties in obtaining capital.

are a clinical-stage biopharmaceutical company with a limited operating history.

Investment in biopharmaceutical product development

is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate

will fail to demonstrate adequate effect or an acceptable safety profile, gain regulatory approval and become commercially viable.

have financed our operations primarily through the sale of equity securities.

Since our inception, most of our resources have been dedicated

to the preclinical development of our product candidates.

The size of our future net losses will depend, in part, on our future expenses

and our ability to generate revenue, if any.

We have no products approved for commercial sale and have not generated any revenue from

product sales to date, and we continue to incur significant research and development and other expenses related to our ongoing operations.

As a result, we are not profitable and have incurred losses since our inception.

We expect to continue to incur significant losses for

the foreseeable future, and we expect these losses to increase as we continue our research and development of, and seek regulatory approvals

for, our product candidates.

if we succeed in commercializing one or more of our product candidates, we will continue to incur substantial research and development

and other expenditures to develop and market additional product candidates.

We may encounter unforeseen expenses, difficulties, complications,

delays and other unknown factors that may adversely affect our business.

The size of our future net losses will depend, in part, on the

rate of future growth of our expenses and our ability to generate revenue.

Our prior losses and expected future losses have had and will

continue to have an adverse effect on our stockholders’ equity and working capital.

order to achieve our near and long-term goals, we may need to procure raise capital through various securities offerings or obtain certain

debt financing.

There is no guarantee we will be able to obtain such funds on acceptable terms or at all.

If we are not able to obtain

capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced

to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause our stockholders

to lose all or a portion of their investment.

will require substantial additional financing to achieve its goals, and a failure to obtain this necessary capital when needed could

force Aspire to delay, limit, reduce or terminate its product development or commercialization efforts.

operations have consumed substantial amounts of cash since inception.

We expect to continue to spend substantial amounts to continue

the clinical development of our product candidates.

If we are able to receive regulatory approval for any of our product candidates,

we will require significant additional amounts of cash in order to launch and commercialize any such product candidates.

other unanticipated costs may arise.

Because the design and outcome of our planned and anticipated clinical trials is highly uncertain,

we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our product

future capital requirements depend on many factors, including:

scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical studies and clinical

timing of, and the costs involved in, obtaining regulatory approvals for our product candidates if clinical trials are successful;

cost of commercialization activities for our product candidates, if any of our product candidates is approved for sale, including

marketing, sales and distribution costs;

cost of manufacturing our product candidates for clinical trials in preparation for regulatory approval and in preparation for commercialization;

ability to establish and maintain strategic licensing or other arrangements and the financial terms of such agreements;

costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation

costs and the outcome of such litigation;

timing, receipt and amount of sales of, or royalties on, our future products, if any;

emergence of competing therapies and other adverse market developments.

do not have any committed external source of funds or other support for our development efforts.

Until we can generate sufficient product

and royalty revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination

of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing

or distribution arrangements.

Additional financing may not be available to us when we need it or it may not be available on favorable

we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing

arrangements with third parties, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue

streams or research programs or grant licenses on terms that may not be favorable to us.

If we raise additional capital through public

or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may

include liquidation or other preferences that adversely affect our stockholders’ rights.

If we raise additional capital through

debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional

debt, making capital expenditures or declaring dividends.

If we are unable to obtain adequate financing when needed, we may have to delay,

reduce the scope of or suspend one or more of our clinical trials or research and development programs or our commercialization efforts.

may implement new lines of business or offer new products and services within existing lines of business.

an early-stage company, we may implement new lines of business at any time.

There are substantial risks and uncertainties associated

with these efforts, particularly in instances where the markets are not fully developed.

In developing and marketing new lines of business

and/or new products and services, we may invest significant time and resources.

Initial timetables for the introduction and development

of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible.

We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those

new products may not achieve market acceptance.

As a result, we could lose business, be forced to price products and services on less

advantageous terms to retain or attract clients or be subject to cost increases.

As a result, our business, financial condition or results

of operations may be adversely affected.

relies on other companies to provide components and services for its product candidates.

depend on suppliers and contractors to meet our contractual obligations to our customers and conduct our operations.

Our ability to meet

our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform

the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner.

Likewise, the quality of

our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products,

or from whom we acquire such items, do not provide components which meet required specifications and perform to our and our customers’

expectations.

Our suppliers may be unable to quickly recover from natural disasters and other events beyond their control and may be

subject to additional risks such as financial problems that limit their ability to conduct their operations.

The risk of these adverse

effects may be greater in circumstances where we rely on only one or two contractors or suppliers for a particular component.

may utilize custom components available from only one source.

Continued availability of those components at acceptable prices, or at

all, may be affected for any number of reasons, including if those suppliers decide to concentrate on the production of common components

instead of components customized to meet our requirements.

The supply of components for a new or existing product could be delayed or

constrained, or a key manufacturing vendor could delay shipments of completed products to us adversely affecting our business and results

of operations.

relies on various intellectual property rights, including trademarks, in order to operate its business.

rely on certain intellectual property rights to operate its business.

Our intellectual property rights may not be sufficiently broad

or otherwise may not provide us a significant competitive advantage.

In addition, the steps that we have taken to maintain and protect

our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries

where intellectual property rights are not highly developed or protected.

In some circumstances, enforcement may not be available to

us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory

licensing of our intellectual property.

Our failure to obtain or maintain intellectual property rights that convey competitive advantage,

adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely

impact our competitive position and results of operations.

also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets

and other proprietary rights.

There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary

rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially

equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.

As we expand our business, protecting our intellectual property will become increasingly important.

The protective steps we have taken

may be inadequate to deter our competitors from using our proprietary information.

In order to protect or enforce our patent rights,

we may be required to initiate litigation against third parties, such as infringement lawsuits.

Also, these third parties may assert

claims against us with or without provocation.

These lawsuits could be expensive, take significant time and could divert management’s

attention from other business concerns.

The law relating to the scope and validity of claims in the technology field in which we operate

is still evolving and, consequently, intellectual property positions in our industry are generally uncertain.

We cannot assure you that

we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

Pharmaceuticals’ former Chief Executive officer, Donald A.

Milne III, was convicted, on a conspiracy to commit securities fraud

former Chief Executive Officer, Donald A.

Milne III, has pled guilty to perpetrating a scheme to defraud investors of Instaprin Pharmaceuticals

to commit securities fraud and has tarnished the Company’s reputation which has led to a precipitous decline in the Instaprin Pharmaceuticals’

goodwill and business.

Instaprin’s former CEO diverted significant funds from the Company for his own personal use which impaired

the progress of the Instaprin.

The former chief executive officer of Instaprin Pharmaceuticals is not affiliated with Aspire.

the shares of Instaprin held by Mr.

Milne were distributed to the Instaprin shareholders in partial satisfaction of the SEC’s judgement

Milne and, as such, Mr.

Milne was never a stockholder of Aspire.

In the event Aspire chooses to use the trademark “Instaprin”

there could be reputational harm given its association with Instaprin Pharmaceuticals.

success depends on the experience and skill of the board of directors, its executive officers and key employees.

If it is not successful

in attracting and retaining highly qualified personnel, Aspire may not be able to successfully implement its business strategy.

are dependent on our board of directors, executive officers and key employees.

These persons may not devote their full time and attention

to the matters of Aspire.

The loss of our board of directors, executive officers and key employees could harm our business, financial

condition, cash flow and results of operations.

dependent on certain key personnel, Aspire does not have any key person life insurance policies on any such people.

ability to compete in the highly competitive biotechnology and pharmaceutical industries depends upon our ability to attract and retain

highly qualified managerial, scientific and medical personnel.

We are highly dependent on our management, scientific and medical personnel.

The loss of the services of any of our executive officers, other key employees, and other scientific and medical advisors, and our inability

to find suitable replacements could result in delays in product development and harm our business.

Competition for skilled personnel

in our market is intense and may limit our ability to hire and retain highly qualified personnel on acceptable terms or at all.

have not purchased any insurance policies with respect to those individuals in the event of their death or disability.

Therefore, if

any of these personnel die or become disabled, we will not receive any compensation to assist with such person’s absence.

of such person could negatively affect us and our operations.

We have no way to guarantee key personnel will stay with us, as many states

do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on

key personnel.

to Aspire’s reputation could negatively impact its business, financial condition and results of operations.

reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success

as we enter new markets.

Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our

We may be adversely affected by any negative publicity, regardless of its accuracy.

Also, there has been a marked increase

in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications

that provide individuals with access to a broad audience of consumers and other interested persons.

The availability of information on

social media platforms is virtually immediate as is its impact.

Information posted may be adverse to our interests or may be inaccurate,

each of which may harm our performance, prospects or business.

The harm may be immediate and may disseminate rapidly and broadly, without

affording us an opportunity for redress or correction.

business could be negatively impacted by cyber security threats, attacks and other disruptions.

continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information

and sensitive/confidential data relating to our operations.

These attacks may include sophisticated malware (viruses, worms, and other

malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities.

These intrusions

sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available

antivirus scanning programs.

Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate

or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns.

Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or

manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information

infrastructure.

A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result

of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters

or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect

our business.

breaches of confidential customer information, in connection with Aspire’s electronic processing of credit and debit card transactions,

or confidential employee information may adversely affect Aspire’s business as we gain access to such information.

business requires the collection, transmission and retention of personally identifiable information, in various information technology

systems that we maintain and in those maintained by third parties with whom we contract to provide services.

The integrity and protection

of that data is critical to us.

The information, security and privacy requirements imposed by governmental regulation are increasingly

Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require

significant additional investments or time in order to do so.

A breach in the security of our information technology systems or those

of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a

loss of profits.

Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary

data or other breach of our information technology systems could result in fines, legal claims or proceedings.

internal computer systems, or those used by third party contractors or consultants, may fail or suffer security breaches.

the implementation of security measures, our internal computer systems and those of our future CROs and other contractors and consultants

are vulnerable to damage from computer viruses and unauthorized access.

While we have not to our knowledge experienced any such material

system failure or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result

in a material disruption of our development programs and our business operations.

For example, the loss of clinical trial data from completed

or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or

reproduce the data.

Likewise, we rely on third parties for the manufacture of our product candidates and to conduct clinical trials,

and similar events relating to their computer systems could also have a material adverse effect on our business.

To the extent that any

disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential

or proprietary information, we could incur liability and the further development and commercialization of our product candidates could

operates in a highly regulated environment, and if Aspire is found to be in violation of any of the federal, state, or local laws or

regulations applicable to it, Aspire’s business could suffer.

may also be subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail

financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower

and other employment practices laws and regulations and we expect these costs to increase going forward.

The violation of these or future

requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines,

a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business.

As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements

and laws and regulations.

Our business, operations, financial position

and clinical development plans and timelines, could be materially adversely affected by the continuing military action in Ukraine and

the war between Israel and Hamas.

As a result of the military action commenced in February

2022 by the Russian Federation and Belarus in Ukraine and the war between Israel and Hamas commenced in October 2023, and related economic

sanctions imposed or that may in the future be imposed by certain governments, our financial position and operations may be materially

and adversely affected.

As our ability to continue to operate will be dependent on raising debt and equity finance, any adverse impact

to those markets as a result of these conflicts, including due to increased market volatility, decreased availability in third-party financing

and/or a deterioration in the terms on which it is available (if at all), could negatively impact our business, results of operations,

cash flows, financial condition, and/or prospects.

The extent of any potential impact is not yet determinable, however.

International trade disputes, including U.S.

trade tariffs and retaliatory tariffs, could adversely impact our business.

International trade disputes,

including threatened or implemented tariffs by the United States and threatened or implemented tariffs by foreign countries in retaliation,

could adversely impact our business.

Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs

for these tenants.

To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted.

In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly

impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.

Trade disputes could also

adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and

Significant political, trade, regulatory developments,

and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.

Significant political, trade,

or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change in U.S.

administration, are difficult to predict and may have a material adverse effect on us.

Similarly, changes in U.S.

federal policy that

affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business

For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S.,

particularly from China, Canada, and Mexico.

On February 1, 2025, the U.S.

imposed a 25% tariff on imports from Canada and Mexico, which

were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China.

Historically, tariffs have led

to increased trade and political tensions, between not only the U.S.

and China, but also between the U.S.

and other countries in the international

In response to tariffs, other countries have implemented retaliatory tariffs on U.S.

Political tensions as a result

of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international

economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.

in political, trade, regulatory, and economic conditions, including, but not limited to, U.S.

and China trade policies, could have a material

adverse effect on our financial condition or results of operations.

We are dependent on a limited number of suppliers

and service providers which subjects our business and results of operations to risks of supplier business interruptions.

We currently rely on a limited

number of suppliers and service providers, and anticipate that we will do so for future products as well.

delays in delivery of or shortages in those or other products and components could interrupt and delay manufacturing of our products and

result in the cancellation of orders for our products.

Any or all of these suppliers and service providers could discontinue the manufacture,

supply, or services related to our products and components at any time.

Due to certain business considerations, we may not be able to

identify and integrate alternative sources of supply and services in a timely fashion or at all.

Any transition to alternate suppliers

or service providers may result in production delays and increased costs and may limit our ability to deliver products to our customers.

Furthermore, if we are unable to identify alternative sources of supply, we would have to modify our products to use substitute components,

which may cause delays in shipments, increased design and manufacturing costs and increased prices for our products.

If we are unable

to obtain additional financing, we may be unable to pay our suppliers and service providers for product and services and therefore

may be unable to continue to operate our business.

related to our Products and Their Development

technology platforms and product candidates are based on novel technologies, and the development and regulatory approval pathway for

such product candidates is unproven (in that all aspirin products previously approved by the FDA were administered orally rather than

sublingually) and may never lead to marketable products.

Even if Aspire obtains regulatory approval of its product candidates, the products

may not gain market acceptance among physicians, patients, hospitals and others in the medical community.

are developing novel targeted therapies to treat heart attacks and strokes.

Any products we develop may not effectively inhibit or treat

heart attacks and strokes.

The scientific evidence to support the feasibility of developing product candidates based on Aspire’s high-dose sublingual aspirin is preliminary

Advancing these novel therapies creates significant challenges for us, including, among others:

approval from regulatory authorities to conduct clinical trials with our product candidates;

enrollment and completion of preclinical studies and clinical trials with favorable results;

approvals from regulatory authorities to manufacture and market our product candidates;

and maintaining patent and trade secret protection and regulatory exclusivity for our product candidates;

arrangements with third-party manufacturers for, or establishing, commercial manufacturing capabilities;

manufacturing

our product candidates at an acceptable cost;

commercial sales of our product candidates, if and when approved, whether alone or in collaboration with other partners;

of our product candidates, if and when approved, by patients, the medical community and third-party payors;

competing with other heart attack and stroke therapies;

and maintaining coverage and adequate reimbursement by third-party payors, including government payors, for our product candidates;

rights in our intellectual property portfolio;

a continued acceptable safety profile of our product candidates, if approved, following approval;

and growing an organization of scientists and business people who can develop and commercialize our products and technology.

use of Aspire’s high-dose sublingual aspirin product candidates as potential heart and stroke treatments, even if approved, may not become broadly accepted by

physicians, patients, hospitals and others in the medical community.

Additional factors will influence whether our product candidates

are accepted in the market, including:

clinical indications for which our product candidates are approved;

hospitals, medical treatment centers and patients considering our product candidates as a safe and effective treatment;

potential and perceived advantages of our product candidates over alternative treatments;

prevalence and severity of any side effects;

labeling or product insert requirements of the FDA or other regulatory authorities;

or warnings contained in the labeling approved by the FDA;

timing of market introduction of our product candidates as well as competitive products;

cost of treatment in relation to alternative treatments;

availability of adequate coverage, reimbursement and pricing by third-party payors and government authorities;

willingness of patients to pay out-of-pocket in the absence of coverage by third-party payors and government authorities;

convenience and ease of administration, including as compared to alternative treatments and competitive therapies;

and the effectiveness

of our sales and marketing efforts.

if our products achieve market acceptance, we may not be able to maintain that market acceptance over time if new products or technologies

are introduced that are more favorably received than our products, are more cost effective or render our products obsolete.

Development Status of Aspirin Product

cGMP batch of patent-pending aspirin product has been manufactured by Glatt in its New Jersey facility.

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.

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

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 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 1”).

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 Instaprin compared to standard oral aspirin.

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

from this bioavailability study will be used to select the optimal pharmaceutical formulation of Instaprin 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.

because it is a human bioavailability trial of an FDA-approved active ingredient that is not a new chemical entity, a radioactively labeled

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

conducted in compliance with the requirements for review by an Institutional Review Board (IRB), with reserve test article samples retained

by the study sponsor.

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 Instaprin 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 Instaprin 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.

Following completion of Trial 2, Aspire intends to submit a section 505(b)(2) NDA for the high-dose sublingnual product to

Development Status of Other Products

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

5mg, and 10 mg dose.

In the next two months, Aspire intends to develop and validate the manufacturing process based on this

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.

Aspire intends to file for patent

protection in the near future.

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.

Aspire intends to

file for patent protection in the near future.

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 intends to develop and validate the manufacturing

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

Aspire intends to conduct

a Phase One clinical test in approximately the first quarter of 2026 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 second 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 second quarter of 2026.

Testosterone is not a candidate for fast-track approval, therefore 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.

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 do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to

successfully develop and commercialize our product candidates, which could materially harm our business, financial condition and results

of operations.

business is highly dependent on the success of its lead product candidate, high-dose sublingual aspirin, which will require significant additional clinical

testing before Aspire can seek regulatory approval and potentially launch commercial sales.

do not have any products that have gained regulatory approval.

Our business and future success depends on our ability to obtain regulatory

approval of and then successfully commercialize our lead product candidate, high-dose sublingual aspirin, which is in the early stages of Preclinical development.

We are currently conducting our preclinical tests to compile and file an NDA (investigational new drug application).

Our ability to develop,

obtain regulatory acceptance for high-dose sublingual aspirin to enter clinical trials will depend on several factors, including the following:

demonstrating that the therapy is reasonably safe for human clinical studies;

demonstrating that the chemical composition and manufacturing methods and controls are consistent;

protocol detail proposed for clinical trials that ensure subjects will not be exposed to unnecessary risk and that the professionals

overseeing the administration of the study are qualified.

drug product candidates, including high-dose sublingual aspirin, will require additional clinical and non-clinical development, regulatory review and

approval in multiple jurisdictions, substantial investment, access to sufficient commercial manufacturing capacity and significant

marketing efforts before we can generate any revenue from product sales.

We are not permitted to market or promote any of our

product candidates before we receive regulatory approval from the FDA or comparable foreign regulatory authorities, and we may never

receive such regulatory approval for any of our product candidates.

If we are unable to develop or receive marketing approval for

our aspirin or other products we develop in a timely manner or at all, we could experience significant delays or an inability to

commercialize our aspirin or other products, which would materially and adversely affect our business, financial condition and results

of operations.

development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive

of future clinical trial results.

Aspire’s clinical trials may fail to demonstrate adequately the safety and efficacy of one or

more of its product candidates, which would prevent or delay regulatory approval and commercialization.

obtaining regulatory approvals for the commercial sale of our product candidates, including our high-dose sublingnal aspirin, we must demonstrate through lengthy,

complex and expensive preclinical testing and clinical trials that our product candidates are both safe and effective for use in each

target indication.

Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain.

can occur at any time during the clinical trial process.

The results of preclinical studies and early clinical trials of our product

candidates may not be predictive of the results of later-stage clinical trials.

There is typically an extremely high rate of attrition

from the failure of product candidates proceeding through clinical trials.

Product candidates in later stages of clinical trials may

fail to show the desired safety and efficacy profile despite having progressed through preclinical studies and initial clinical trials.

A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of

efficacy or adverse safety profiles, notwithstanding promising results in earlier trials.

We cannot be certain that we will not face

similar setbacks.

Most product candidates that commence clinical trials are never approved as commercial products.

may experience delays in our ongoing clinical trials and we do not know whether planned clinical trials will begin on time, need to be

redesigned, enroll patients on time or be completed on schedule, if at all.

Clinical trials can be delayed for a variety of reasons,

including delays related to:

regulatory approval to commence a trial;

reaching agreement on acceptable terms with prospective contract research organizations,

or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different

CROs and trial sites;

institutional review board, or IRB, approval at each site;

suitable patients to participate in a trial;

patients complete a trial or return for post-treatment follow-up;

sites deviating from trial protocol or dropping out of a trial;

new clinical trial sites;

manufacturing

sufficient quantities of product candidate for use in clinical trials.

could encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are

being conducted, by the Data Safety Monitoring Board, or DSMB, for such trial or by the FDA or other regulatory authorities.

Such authorities

may impose such a suspension or termination due to a number of factors, including failure to conduct the clinical trial in accordance

with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other

regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate

a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the

clinical trial.

we rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials and while we have agreements

governing their committed activities, we have limited influence over their actual performance.

If we experience delays in the completion

of, or termination of, any clinical trial of our product candidates, the commercial prospects of our product candidates will be harmed,

and our ability to generate product revenues from any of these product candidates will be delayed.

In addition, any delays in completing

our clinical trials will increase our costs, slow down our product candidate development and approval process and jeopardize our ability

to commence product sales and generate revenues.

Any of these occurrences may harm our business, financial condition and prospects significantly.

In addition, principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time

and receive cash compensation in connection with such services.

If certain of these relationships exceed specific financial thresholds,

they must be reported to the FDA.

If these relationships and any related compensation paid results in perceived or actual conflicts of

interest, or the FDA concludes that the financial relationship may have affected interpretation of the study, the integrity of the data

generated at the applicable clinical trial site may be questioned and the utility of the clinical trial itself may be jeopardized, which

could result in the delay in approval, or rejection, of our marketing applications by the FDA.

Many of the factors that cause, or lead

to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our

product candidates.

addition, even if the trials are successfully completed, we cannot guarantee that the FDA or foreign regulatory authorities will interpret

the results as we do, and we may need to conduct additional trials before we submit applications seeking regulatory approval of our product

the extent that the results of the trials are not satisfactory to the FDA or foreign regulatory authorities for support of a marketing

application, approval of our product candidates may be significantly delayed, or we may be required to expend significant additional

resources, which may not be available to us, to conduct additional trials in support of potential approval of our product candidates.

product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their

regulatory approval, limit their commercial potential, if approved, or result in significant negative consequences.

side effects caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and

could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or comparable foreign regulatory authorities.

Results of our clinical trials could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics.

unacceptable side effects arise in the development of our product candidates, we could suspend or terminate our clinical trials or the

FDA or comparable foreign regulatory authorities could order us to cease clinical trials or deny approval of our product candidates for

any or all targeted indications.

Treatment-related side effects could also affect patient recruitment or the ability of enrolled patients

to complete the trial or result in potential product liability claims.

In addition, these side effects may not be appropriately recognized

or managed by the treating medical staff.

We expect to have to train medical personnel using our product candidates to understand the

side effect profiles for our clinical trials and upon any commercialization of any of our product candidates.

Inadequate training in

recognizing or managing the potential side effects of our product candidates could result in patient injury or death.

Any of these occurrences

may harm our business, financial condition and prospects significantly.

Additionally,

if one or more of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused

by such products, a number of potentially significant negative consequences could result, including:

authorities may withdraw approvals of such product;

authorities may require additional warnings on the label;

may be required to create a medication guide outlining the risks of such side effects for distribution to patients;

could be sued and held liable for harm caused to patients;

reputation may suffer.

of these events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved, and

could significantly harm our business, results of operations and prospects.

Aspire encounters difficulties enrolling patients in its clinical trials, Aspire’s clinical development activities could be delayed

or otherwise adversely affected.

timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient

number of patients who remain in the study until its conclusion.

We may experience difficulties in patient enrollment in our clinical

trials for a variety of reasons.

The enrollment of patients depends on many factors, including:

patient eligibility criteria defined in the protocol;

size of the patient population required for analysis of the trial’s primary endpoints;

proximity of patients to study sites;

design of the trial;

ability to recruit clinical trial investigators with the appropriate competencies and experience;

and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available

therapies, including any new drugs that may be approved for the indications we are investigating;

ability to obtain and maintain patient consents;

risk that patients enrolled in clinical trials will drop out of the trials before completion.

addition, our clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as

our product candidates, and this competition will reduce the number and types of patients available to us, because some patients who

might have opted to enroll in our trials may instead opt to enroll in a trial being conducted by one of our competitors.

Since the number

of qualified clinical investigators is limited, we expect to conduct some of our clinical trials at the same clinical trial sites that

some of our competitors use, which will reduce the number of patients who are available for our clinical trials in such clinical trial

Moreover, because our product candidates represent a departure from more commonly used methods for heart attack and stroke treatments,

potential patients and their doctors may be inclined to use conventional therapies, rather than enroll patients in any future clinical

in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent

completion of these trials and adversely affect our ability to advance the development of our product candidates.

relies and will rely on third parties to conduct its clinical trials, which are expensive, time consuming, and difficult to design and

If these third parties do not successfully carry out their contractual duties or meet expected deadlines, Aspire may not be

able to obtain regulatory approval of or commercialize its product candidates.

depend and plan to continue to depend upon independent investigators, other third parties and collaborators, such as universities, medical

institutions, CROs and strategic partners, to conduct our preclinical and clinical trials under agreements with us.

We expect to have

to negotiate budgets and contracts with CROs and study sites, which may result in delays to our development timelines and increased costs.

We rely and plan to continue relying heavily on these third parties over the course of our clinical trials, and we control only certain

aspects of their activities.

Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the

applicable protocol, legal, regulatory and scientific standards, and our reliance on third parties does not relieve us of our regulatory

responsibilities.

We and these third parties are required to comply with good clinical practices, or GCPs, which are regulations and

guidelines enforced by the FDA and comparable foreign regulatory authorities for product candidates in clinical development.

authorities enforce these GCPs through periodic inspections of trial sponsors, principal investigators and trial sites.

of these third parties fail to comply with applicable GCP regulations, the clinical data generated in our clinical trials may be deemed

unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving

our marketing applications.

We cannot assure you that, upon inspection, such regulatory authorities will determine that any of our clinical

trials comply with the GCP regulations.

In addition, our clinical trials must be conducted with biologic product produced under current

good manufacturing practices (cGMPs) regulations and guidelines and will require a large number of test patients.

Our failure or any

failure by these third parties to comply with these regulations or to recruit a sufficient number of patients may require us to repeat

clinical trials, which would delay the regulatory approval process.

Moreover, our business may be implicated if any of these third parties

violates federal or state fraud and abuse or false claims laws and regulations or healthcare privacy and security laws.

third parties conducting our clinical trials are not our employees and, except for remedies available to us under our agreements with

such third parties, we cannot control whether or not they devote sufficient time and resources to our ongoing preclinical, clinical and

nonclinical programs.

These third parties may also have relationships with other commercial entities, including our competitors, for

whom they may also be conducting clinical studies or other drug development activities, which could affect their performance on our behalf.

If these third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need

to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical

protocols or regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not

be able to complete development of, obtain regulatory approval of or successfully commercialize our product candidates.

our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability

to generate revenue could be delayed.

or adding third parties to conduct our clinical trials involves substantial cost and requires extensive management time and focus.

addition, there is a natural transition period when a new third party commences work.

As a result, delays occur, which can materially

impact our ability to meet our desired clinical development timelines.

Though we carefully manage our relationships with third parties

conducting our clinical trials, we cannot assure you that we will not encounter similar challenges or delays in the future or that these

delays or challenges will not have a material adverse impact on our business, financial condition and prospects.

human clinical trials are expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements.

Because our product candidates are based on new technologies and engineered on a patient-by-patient basis, we expect that they will require

extensive research and development and have substantial manufacturing and processing costs.

In addition, costs to treat patients with

heart attacks/ strokes and to treat potential side effects that may result from our product candidates may be significant.

our clinical trial costs are likely to be significantly higher than for more conventional therapeutic technologies or drug products.

Aspire fails to develop additional product candidates, its commercial opportunity will be limited.

expect to initially develop our lead product candidate, high-dose sublingual aspirin, a fast-acting form of powdered aspirin that could rapidly stop heart

attacks and strokes.

However, one of our strategies is to pursue clinical development of additional product candidates.

Developing, obtaining

regulatory approval for and commercializing additional product candidates will require substantial funding and are prone to the risks

of failure inherent in medical product development.

We cannot assure you that we will be able to successfully advance any of these additional

product candidates through the development process.

if we obtain FDA approval to market additional product candidates for the treatment of heart attacks and strokes, we cannot assure you

that any such product candidates will be successfully commercialized, widely accepted in the marketplace or more effective than other

commercially available alternatives.

If we are unable to successfully develop and commercialize additional product candidates, our commercial

opportunity will be limited.

Moreover, a failure in obtaining regulatory approval of additional product candidates may have a negative

effect on the approval process of any other, or result in losing approval of any approved, product candidate.

is subject to a multitude of manufacturing and supply chain risks, any of which could substantially increase its costs and limit the

supply of its product candidates.

process of manufacturing our product candidates is complex, highly regulated and subject to several risks, including:

manufacturing of drug products is susceptible to product loss due to contamination, equipment failure, improper installation or operation

of equipment or vendor or operator error.

Even minor deviations from normal manufacturing processes could result in reduced production

yields, product defects and other supply disruptions.

If foreign microbial, viral or other contaminations are discovered in our product

candidates or in the manufacturing facilities in which our products are made, these manufacturing facilities may need to be closed

for an extended period of time to investigate and remedy the contamination.

manufacturing facilities in which our product candidates are made could be adversely affected by equipment failures, labor shortages,

natural disasters, power failures and numerous other factors.

and our contract manufacturers must comply with the FDA’s cGMP (current good manufacturing practices) regulations and guidelines.

Any failure to follow cGMP or other regulatory requirements or any delay, interruption or other issues that arise in the manufacture,

fill-finish, packaging, or storage of our products as a result of a failure of our facilities or the facilities or operations of

third parties to comply with regulatory requirements or pass any regulatory authority inspection could significantly impair our ability

to develop and commercialize our products, including leading to significant delays in the availability of products for our clinical

studies or the termination or hold on a clinical study, or the delay or prevention of a filing or approval of marketing applications

for our product candidates.

Significant noncompliance could also result in the imposition of sanctions, including fines, injunctions,

civil penalties, failure of regulatory authorities to grant marketing approvals for our product candidates, delays, suspension or

withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions and criminal prosecutions, any

of which could damage our reputation.

If we are not able to maintain regulatory compliance, we may not be permitted to market our

products and/or may be subject to product recalls, seizures, injunctions, or criminal prosecution.

adverse developments affecting manufacturing operations for our product candidates and/or damage that occurs during shipping may result

in delays, inventory shortages, lot failures, withdrawals or recalls or other interruptions in the supply of our drug substance and drug

We may also have to write off inventory, incur other charges and expenses for supply of drug product that fails to meet specifications,

undertake costly remediation efforts, or seek more costly manufacturing alternatives.

Inability to meet the demand for any of our product

candidates, if approved, could damage our reputation and the reputation of our products among physicians, healthcare payors, patients

or the medical community, which could adversely affect our ability to operate our business and our results of operations.

currently has no marketing and sales organization and has no experience in marketing products.

If Aspire is unable to establish marketing

and sales capabilities or enter into agreements with third parties to market and sell its product candidates, Aspire may not be able

to generate product revenue.

currently have no sales, marketing or distribution capabilities and have no experience in marketing products.

If we decide to develop

an in-house marketing organization and sales force, which will require significant capital expenditures, management resources and time,

we will have to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales

we are unable or decide not to establish internal sales, marketing and distribution capabilities, we will pursue collaborative arrangements

regarding the sales and marketing of our products;

however, we cannot assure you that we will be able to establish or maintain such collaborative

arrangements, or if we are able to do so, that they will have effective sales forces.

Any revenue we receive will depend upon the efforts

of such third parties, which may not be successful.

We may have little or no control over the marketing and sales efforts of such third

parties and our revenue from product sales may be lower than if we had commercialized our product candidates ourselves.

competition in our search for third parties to assist us with the sales and marketing efforts of our product candidates.

cannot assure you that we will be able to develop in-house sales and distribution capabilities or establish or maintain relationships

with third-party collaborators to commercialize any product in the United States or elsewhere.

variety of risks associated with marketing Aspire’s product candidates internationally could materially adversely affect Aspire’s

might plan to seek regulatory approval of our product candidates outside of the United States and, if so, we expect that we will be subject

to additional risks related to operating in foreign countries if we obtain the necessary approvals, including:

regulatory requirements in foreign countries;

changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements;

weakness, including inflation, or political instability in particular foreign economies and markets;

with tax, employment, immigration and labor laws for employees living or traveling abroad;

taxes, including withholding of payroll taxes;

currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to

doing business in another country;

staffing and managing foreign operations;

uncertainty in countries where labor unrest is more common than in the United States;

liability under the Foreign Corrupt Practices Act of 1977 or comparable foreign regulations;

enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect

intellectual property rights to the same extent as the United States;

shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad;

interruptions resulting from geo-political actions, including war and terrorism.

and other risks associated with our international operations may materially adversely affect our ability to attain or maintain profitable

faces significant competition from other biotechnology and pharmaceutical companies, and its operating results will suffer if it fails

to compete effectively.

biopharmaceutical industry is characterized by intense competition and rapid innovation.

Our competitors may be able to develop other

compounds, drugs or delivery systems that are able to achieve similar or better results.

Many major multinational pharmaceutical companies,

established biotechnology companies, specialty pharmaceutical companies and universities and other research institutions continue to

invest time and resources in developing novel approaches to preventing heart attacks and strokes.

Many of our competitors have substantially

greater financial, technical and other resources than we do, such as larger research and development staff and experienced marketing

and manufacturing organizations and well-established sales forces.

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

competitors, particularly through collaborative arrangements with large, established companies.

Mergers and acquisitions in the biotechnology

and pharmaceutical industries may result in even more resources being concentrated in our competitors.

Competition may increase further

as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries.

Our competitors, either alone or with collaborative partners, may succeed in developing, acquiring or licensing on an exclusive basis

drug or biologic products that are more effective, safer, more easily commercialized or less costly than our product candidates or may

develop proprietary technologies or secure patent protection that we may need for the development of our technologies and products.

believe the key competitive factors that will affect the development and commercial success of our product candidates are efficacy, safety,

tolerability, reliability, convenience of use, price and reimbursement.

if we obtain regulatory approval of our product candidates, the availability and price of our competitors’ products could limit

the demand and the price we are able to charge for our product candidates.

We may not be able to implement our business plan if the acceptance

of our product candidates is inhibited by price competition or the reluctance of physicians to switch from existing methods of treatment

to our product candidates, or if physicians switch to other new drug or biologic products or choose to reserve our product candidates

for use in limited circumstances.

employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities,

including noncompliance with regulatory standards and requirements.

are exposed to the risk that our employees, independent contractors, consultants, commercial partners and vendors may engage in fraudulent

or illegal activity.

Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized

activities to us that violates:

(1) the laws of the FDA and other similar foreign regulatory bodies, including those laws requiring the

reporting of true, complete and accurate information to such regulators;

(2) manufacturing standards;

(3) healthcare fraud and abuse

laws in the United States and similar foreign fraudulent misconduct laws;

or (4) laws that require the true, complete and accurate reporting

of financial information or data.

If we obtain FDA approval of any of our product candidates and begin commercializing those products

in the United States, our potential exposure under such laws will increase significantly, and our costs associated with compliance with

such laws are also likely to increase.

These laws may impact, among other things, our current activities with principal investigators

and research patients, as well as proposed and future sales, marketing and education programs.

In particular, the promotion, sales and

marketing of healthcare items and services, as well as certain business arrangements in the healthcare industry, are subject to extensive

laws designed to prevent fraud, kickbacks, self-dealing and other abusive practices.

These laws and regulations may restrict or prohibit

a wide range of pricing, discounting, marketing and promotion, structuring and commissions, certain customer incentive programs and other

business arrangements generally.

Activities subject to these laws also involve the improper use of information obtained in the course

of patient recruitment for clinical trials.

any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could

result in the imposition of significant fines or other sanctions, including the imposition of civil, criminal and administrative penalties,

damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual

damages, reputational harm, diminished profits and future earnings and curtailment of operations, any of which could adversely affect

our ability to operate our business and our results of operations.

Whether or not we are successful in defending against such actions

or investigations, we could incur substantial costs, including legal fees, and divert the attention of management in defending ourselves

against any of these claims or investigations.

product liability lawsuits are brought against Aspire, it may incur substantial liabilities and may be required to limit commercialization

of Aspire’s product candidates.

face an inherent risk of product liability as a result of the clinical testing of our product candidates and will face an even greater

risk if we commercialize any products.

For example, we may be sued if our product candidates cause or are perceived to cause injury or

are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale.

Any such product liability claims may

include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence,

strict liability or a breach of warranties.

Claims could also be asserted under state consumer protection acts.

If we cannot successfully

defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of

our product candidates.

Even successful defense would require significant financial and management resources.

Regardless of the merits

or eventual outcome, liability claims may result in:

demand for our product candidates;

to our reputation;

of clinical trial participants;

of investigations by regulators;

costs to defend the related litigation;

diversion of management’s time and our resources;

monetary awards to trial participants or patients;

recalls, withdrawals or labeling, marketing or promotional restrictions;

of any available insurance and our capital resources;

inability to commercialize any product candidate;

decline in our share price.

inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims

could prevent or inhibit the commercialization of products we develop, alone or with corporate collaborators.

intend to obtain customary product liability insurance, which we believe is customary for similarly situated companies and adequate to

provide us with insurance coverage for foreseeable risks, but which may not be adequate to cover all liabilities that we may incur.

coverage is increasingly expensive.

We may not be able to maintain insurance at a reasonable cost or in an amount adequate to satisfy

any liability that may arise, if at all.

Our insurance policy contains various exclusions, and we may be subject to a product liability

claim for which we have no coverage.

We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed our

coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such

Even if our agreements with any future corporate collaborators entitle us to indemnification against losses, such indemnification

may not be available or adequate should any claim arise.

relies and expects to continue to rely on third parties to manufacture its clinical product supplies, and Aspire intends to rely on third

parties to produce and process its product candidates, if approved, and commercialization of any of Aspire’s product candidates

could be stopped, delayed or made less profitable if those third parties fail to obtain approval of government regulators or fail to

provide Aspire with sufficient quantities of drug product at acceptable quality levels or prices.

do not currently have nor do we plan to acquire the infrastructure or capability internally to manufacture our clinical supplies for

use in the conduct of our clinical trials, and we lack the resources and the capability to manufacture any of our product candidates

on a clinical or commercial scale.

We currently rely on outside vendors to manufacture our clinical supplies of our product candidates

and plan to continue relying on third parties to manufacture our product candidates on a commercial scale, if approved.

facilities used by our contract manufacturers to manufacture our product candidates must be approved by the FDA pursuant to inspections

that will be conducted after we submit our marketing applications to the FDA.

We do not control the manufacturing process of, and are

completely dependent on, our contract manufacturing partners for compliance with the regulatory requirements, known as cGMPs, for manufacture

of our product candidates.

If our contract manufacturers cannot successfully manufacture material that conforms to our specifications

and the strict regulatory requirements of the FDA or others, they will not be able to secure and/or maintain regulatory approval for

their manufacturing facilities.

In addition, we have no control over the ability of our contract manufacturers to maintain adequate quality

control, quality assurance and qualified personnel.

If the FDA or a comparable foreign regulatory authority does not approve these facilities

for the manufacture of our product candidates or if it withdraws any such approval in the future, we may need to find alternative manufacturing

facilities, which would significantly impact our ability to develop, obtain regulatory approval for or market our product candidates,

do not yet have sufficient information to reliably estimate the cost of the commercial manufacturing of our product candidates, and the

actual cost to manufacture our product candidates could materially and adversely affect the commercial viability of our product candidates.

As a result, we may never be able to develop a commercially viable product.

addition, our reliance on third-party manufacturers exposes us to the following additional risks:

may be unable to identify manufacturers on acceptable terms or at all.

third-party manufacturers might be unable to timely formulate and manufacture our product or produce the quantity and quality required

to meet our clinical and commercial needs, if any.

manufacturers may not be able to execute our manufacturing procedures appropriately.

future contract manufacturers may not perform as agreed or may not remain in the contract manufacturing business for the time required

to supply our clinical trials or to successfully produce, store and distribute our products.

Manufacturers

are subject to ongoing periodic unannounced inspection by the FDA and corresponding state agencies to ensure strict compliance with

cGMP and other government regulations and corresponding foreign standards.

We do not have control over third-party manufacturers’

compliance with these regulations and standards.

may not own, or may have to share, the intellectual property rights to any improvements made by our third-party manufacturers in

the manufacturing process for our products.

third-party manufacturers could breach or terminate their agreements with us.

of these risks could delay our clinical trials, the approval, if any of our product candidates by the FDA or the commercialization of

our product candidates or result in higher costs or deprive us of potential product revenue.

In addition, we rely on third parties to

perform release testing on our product candidates prior to delivery to patients.

If these tests are not appropriately conducted and test

data are not reliable, patients could be put at risk of serious harm and could result in product liability suits.

manufacture of medical products is complex and requires significant expertise and capital investment, including the development of advanced

manufacturing techniques and process controls.

Manufacturers of biologic products often encounter difficulties in production, particularly

in scaling up and validating initial production and absence of contamination.

These problems include difficulties with production costs

and yields, quality control, including stability of the product, quality assurance testing, operator error, shortages of qualified personnel,

as well as compliance with strictly enforced federal, state and foreign regulations.

Furthermore, if contaminants are discovered in our

supply of our product candidates or in the manufacturing facilities, such manufacturing facilities may need to be closed for an extended

period of time to investigate and remedy the contamination.

We cannot assure you that any stability or other issues relating to the manufacture

of our product candidates will not occur in the future.

Additionally, our manufacturers may experience manufacturing difficulties due

to resource constraints or as a result of labor disputes or unstable political environments.

If our manufacturers were to encounter any

of these difficulties, or otherwise fail to comply with their contractual obligations, our ability to provide our product candidates

to patients in clinical trials would be jeopardized.

Any delay or interruption in the supply of clinical trial supplies could delay the

completion of clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period

of delay, require us to commence new clinical trials at additional expense or terminate clinical trials completely.

If Aspire’s third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable

law, Aspire may be liable for damages.

research and development activities involve the controlled use of potentially hazardous substances, including chemical and biological

materials, by our third-party manufacturers.

Our manufacturers are subject to federal, state and local laws and regulations in the United

States governing the use, manufacture, storage, handling and disposal of medical and hazardous materials.

Although we believe that our

manufacturers’ procedures for using, handling, storing and disposing of these materials comply with legally prescribed standards,

we cannot completely eliminate the risk of contamination or injury resulting from medical or hazardous materials.

As a result of any

such contamination or injury, we may incur liability or local, city, state or federal authorities may curtail the use of these materials

and interrupt our business operations.

In the event of an accident, we could be held liable for damages or penalized with fines, and

the liability could exceed our resources.

We do not have any insurance for liabilities arising from medical or hazardous materials.

with applicable environmental laws and regulations is expensive, and current or future environmental regulations may impair our research,

development and production efforts, which could harm our business, prospects, financial condition or results of operations.

Related to Being a Public Company After a Business Combination

price of our Common Stock and warrants may fluctuate significantly following the Business Combination and you could lose all or part

of your investment as a result.

market price of New Aspire Common Stock and New Aspire warrants may be volatile.

The stock market in general, and the market for biopharmaceutical

companies in particular, have experienced extreme volatility that has often been unrelated to the operating performance or prospects

of particular companies.

As a result of this volatility, you could lose all or part of your investment.

Many factors may have a material

adverse effect on the market price of New Aspire’s securities, including, but not limited to:

commencement, enrollment, delay, or results of our ongoing or future clinical trials, or changes in the development status of our

product candidates;

decision to initiate, not to initiate, or to terminate a clinical trial;

unanticipated

serious safety concerns related to the use of our product candidates;

delay in our regulatory filings for our product candidates and any adverse or perceived adverse development with respect to the applicable

regulatory authority’s review of such filings;

actions, including failure to receive regulatory approval, with respect to our product candidates or our competitors’ products

or product candidates;

failure to commercialize our products;

success of competitive products or technologies;

announcements

by us or our competitors of significant acquisitions, strategic collaborations, joint ventures, collaborations, capital commitments,

significant development milestones, or product approvals;

failure to obtain new commercial partners;

failure to obtain adequate manufacturing capacity or product supply for any approved product or inability to do so at acceptable

failure to achieve expected product sales and profitability;

or legal developments applicable to our product candidates;

level of expenses related to our product candidates or clinical development programs;

lawsuits, including without limitation patent, creditor, or stockholder litigation or legal action;

impact of the incidence and development of COVID-19 on our business and product candidates;

changes in our Board of Directors or senior management;

or anticipated fluctuations in our cash position or operating results;

in financial estimates or recommendations by securities analysts;

in the valuation or financial results of companies perceived by investors to be comparable to us;

trading volume levels of our shares;

or expectation of additional financing efforts;

of New Aspire’s shares by us, New Aspire’s executive officers or directors or New Aspire’s stockholders;

and market conditions in the U.S.

equity markets generally and in the biotechnology sector;

economic, political and social conditions;

events or factors, many of which are beyond our control, or unrelated to our operating performance or prospects.

recent years, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or

disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations.

Broad market and industry factors may seriously affect the market price of our Common Stock and warrants, regardless of actual operating

These fluctuations may be even more pronounced in the trading markets for our Common Stock and warrants shortly following

this offering.

Following periods of such volatility in the market price of a company’s securities, securities class action litigation

has often been brought against that company.

Because of the potential volatility of our Common Stock and warrant price, New Aspire may

become the target of securities litigation in the future.

Securities litigation could result in substantial costs and divert management’s

attention and resources from Aspire’s business.

The realization of any of the above risks or any of a broad range of other risks,

including those described in this “ Risk Factors ” section, could have a dramatic and material adverse impact on the

market price of our common stock following the Business Combination.

Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on

which stockholders vote.

Aspire board of directors has the authority, without action or vote of the New Aspire stockholders, to issue all or any part of our authorized

but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued

preferred stock.

Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders

vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of

holders of that preferred stock.

the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus

dated November 17, 2022, and other reports and filings we have made, and will make with the Securities and Exchange Commission.

dated January 8, 2025, and other reports and filings we have made, and will make with the Securities and Exchange Commission.

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 1A. Risk Factors