What changed in this filing

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Item 9A. Controls and Procedures

2025-04-07 compared with 2024-03-11 · 2199 added, 911 removed, 806 unchanged (79% of the section changed)

5 unchanged sentences

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

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

of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at

a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports

filed under the Exchange Act is recorded process, summarized and reported within the time periods specified in the SEC’s rules

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

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

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

Exchange Act.

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

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

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

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

debt discount, amortization and debt in financial reporting

Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act.

The Company’s management assessed the effectiveness of its internal control

over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on this assessment,

management has concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective.

Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to

scaled disclosure requirements applicable to non-accelerated filers that permit us to provide only management’s report in this

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

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

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

external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

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

assets of our company,

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

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

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

could have a material effect on the financial statements.

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

consolidated financial statements.

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

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

procedures may deteriorate.

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

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

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

Based on our assessments and those criteria,

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

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

as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

3 unchanged sentences

Other Information.

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

“Subscription Agreement”) with four separate investors (each, an “Investor”), whereby, to support the

Company’s anticipated de-SPAC transaction, the Investors collectively contributed to Sponsor a total of $1,000,000 (the

“Contribution”).

The Sponsor utilized the Contribution to support the Company’s anticipated de-SPAC transaction by

funding certain obligations to Visox under the terms of a convertible promissory note dated December 1, 2023, and also used a

portion of the proceeds to fund certain working capital loans (together, all loans and advances, the “March Loan”).

consideration for the Contribution, the Company will issue to the Investors an aggregate of 1,000,000 shares of Class A common stock

at the closing of its initial business combination (the “De-SPAC Closing”).

The March Loan will not accrue interest and

will be repaid by the Company upon the De-SPAC Closing, or,

otherwise the Sponsor will pay to the Investors all repayments of the March Loan Sponsor itself has received within two business

days of the De-SPAC Closing, up to the amount of the Contribution.

The Investors may elect at the De-SPAC Closing to receive such

payments in cash or shares of the Company’s Class A common stock, at a rate of one share for each ten dollars ($10.00) of

Contribution.

the event that the De-SPAC Closing does not occur within 120 days of the date of the Subscription Agreement (the “Closing

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

the Investors and will transfer an additional 62,500 shares to the Investors at the conclusion of each 60 day period following the

Closing Deadline until the De-SPAC Closing occurs.

the event the Company liquidates without consummating its initial business combination, the Sponsor and an affiliate of the Sponsor

will transfer a total of 150,000 shares of Kernel Group Holdings, Inc.

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

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

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

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

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

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

In consideration for the Contribution, the Company will issue

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

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

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

Closing, up to the amount of the Contribution.

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

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

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

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

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

De-SPAC Closing occurs.

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

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

to the Investors.

2 unchanged sentences

and Executive Officers

Aspire board of directors is classified into Class I, Class II, and Class III directors.

The term of office of the Class I directors

will expire at the first annual meeting of stockholders following the Closing, and the Class I directors will be elected for a full term

of three years.

At the second annual meeting of stockholders following the Closing, the term of office of the Class II directors will

expire and Class II directors will be elected for a full term of three years.

At the third annual meeting of stockholders following the

Closing, the term of office of the Class III directors will expire and Class III directors will be elected for a full term of three years.

At succeeding annual meetings of stockholders, directors will be elected for a full term of three years to succeed the directors of the

class whose terms expire at such annual meeting.

Subject to any limitations imposed by applicable law, any vacancy occurring in the Aspire

board for any reason, and any newly created directorship resulting from any increase in the authorized number of directors will, unless

(a) the Aspire board determines by resolution that any such vacancies or newly created directorships will be filled by the stockholders,

or (b) as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even if less

than a quorum, or by a sole remaining director, and not by the stockholders.

of the date of this Report, our directors and officers are as follows:

Executive Officer and Executive Chairman

Executive Officer and Chairman

Financial Officer

experience of our directors and executive officers is as follows:

Ajjarapu (age:

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

He has served as Chairman of the Board, Chief

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

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

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

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

KRNL) (“KRNL”)

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

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

company that consummated its initial business combination in February 2023.

Ajjarapu is currently serving as a director of the merged

company, Ocean Biomedical, Inc.

Since March 2018, Mr.

Ajjarapu has served as Executive Chairman of the Board of Kano

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

Ajjarapu was a Founder and

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

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

Ajjarapu was also a Founder, President and Director

of Aemetis, Inc., a biofuels company (NASDAQ:

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

subsidiary of Aemetis, Inc., from January 2006 to March 2009.

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

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

Ajjarapu graduated from South Dakota State University with a M.S.

in Environmental Engineering, and from the University

of South Florida with an M.B.A., specializing in International Finance and Management.

Ajjarapu is also a graduate of the Venture

Capital and Private Equity program at Harvard University.

70) began serving as an officer of the Company in August 2023.

Doss is a seasoned chief financial officer and accountant.

He currently serves as Chief Financial Officer of KRNL.

And, beginning in 2021, he served as Chief Financial Officer of Aesther Healthcare

Acquisition Corp., a special purpose acquisition company until it consummated its initial business combination in February 2023.

also served as chief financial officer of TRxADE HEALTH, INC., an online marketplace for health traded on Nasdaq under the symbol “MEDS.”

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

He joined the staff of Seidman & Seidman (BDO

Seidman, Dallas) in 1977 and in 1980 he joined the investment firm Van Kampen Investments, opening the firm’s southeast office

in Tampa, Florida in 1982.

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

After working for the Principal Financial

Group office in Tampa, Florida, Mr.

Doss was City Executive for U.S.

Trust in Sarasota, Florida, responsible for high net worth individuals.

He retired from that position in 2009.

He served as CFO and Director for Sansur Renewable Energy, an alternative energy development company,

from 2010 to 2012.

Doss has also served as President of STARadio Corp.

Doss is a member of the America Institute

He is a graduate of Illinois Wesleyan University.

Peterson (age:

61) began serving as a director of the Company in August 2023.

He commenced serving as President, Chief Executive Officer

and as a member of the Board of Directors of Lafayette Energy Corp.

in April 2022.

Beginning in September 2021, Mr.

Peterson served as

a member of the Board of Directors, Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee

of Aesther Healthcare Acquisition Corp.

AEHA), a special purpose acquisition company, that consummated its initial business

combination in February 2023.

Peterson is currently serving as a director of the merged company, Ocean Biomedical, Inc.

OCEA) (f.k.a Aesther Healthcare Acquisition Corp.).

In addition, Mr.

Peterson commenced serving

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

as an independent director of KRNL in December 2022 and as an independent director of Semper Paratus Acquisition Corporation in June

Peterson has served as the president of Nevo Motors, Inc.

since December 2020, which was established to commercialize

a range extender generator technology for the heavy-duty electric vehicle market but is currently non-operational.

Since May 2022, Mr.

Peterson has served as a member of the Board of Directors and as the Chairperson of the Audit Committee of Trio Petroleum Corp., an oil

and gas exploration and development company which is in the process of going public.

Since February 2021, Mr.

Peterson has served on

the board of directors and as the Chairman of the Audit Committee of Indonesia Energy Corporation Limited (NYSE American:

Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei,

Taiwan from June 2018 to June 2021.

Peterson served as an independent member of the Board of Directors of TRxADE HEALTH, INC (formerly

Trxade Group, Inc.) from August 2016 to May 2021 (Nasdaq:

Peterson served as the Chief Executive Officer of PEDEVCO Corp.

(NYSE American:PED), a public company engaged primarily in the acquisition, exploration, development and production of oil and natural

gas shale plays in the US from May 2016 to May 2018.

Peterson served as Chief Financial Officer of PEDEVCO between July 2012 and

May 2016, and as Executive Vice President of Pacific Energy Development (PEDEVCO’s predecessor) from July 2012 to October 2014,

and as PEDEVCO’s President from October 2014 to May 2018.

Peterson joined Pacific Energy Development as its Executive Vice

President in September 2011, assumed the additional office of Chief Financial Officer in June 2012, and served as a member of its board

of directors from July 2012 to September 2013.

Peterson formerly served as Interim President and CEO (from June 2009 to December

2011) and as director (from May 2008 to December 2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis,

(formerly AE Biofuels Inc.), a Cupertino, California-based global advanced biofuels and renewable commodity chemicals company (NASDAQ:AMTX),

and as Chairman and Chief Executive Officer of Nevo Energy, Inc.

(NEVE) (formerly Solargen Energy, Inc.), a Cupertino, California-based

developer of utility-scale solar farms which he helped form in December 2008 (from December 2008 to July 2012).

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

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

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

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

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

its employees.

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

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

Higginson also founded American Telemedia

Network, Inc.

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

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

Officer of American Telemedia from 1984 through 1988.

Higginson’s years of experience in the management of public

companies is a great asset to the Company.

We believe that Mr.

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

executive because of his extensive business background.

Scheidemann .

Scheidemann was appointed Chief Financial Officer (CFO) of Aspire Biopharma Inc.

in July 2022.

Starting in November of 2018, Mr.

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

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

Scheidemann was the CFO of Benchmark

Builders, Inc.

from April 2017 through November 2018.

From 2008 to 2015, Mr.

Peterson served as a managing partner of American Institutional Partners, a venture investment fund based in Salt Lake City.

to 2004, he served as a First Vice President at Merrill Lynch, where he helped establish a new private client services division to work

exclusively with high-net-worth investors.

From September 1989 to January 2000, Mr.

Peterson was employed by Goldman Sachs & Co.

in a variety of positions and roles, including as a Vice President.

Peterson received his MBA at the Marriott School of Management

and a BS in statistics/computer science from Brigham Young University.

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

global software company later acquired by Rocket Software.

Prior to that, Mr.

Scheidemann was the Treasurer and CFO of WCI Communities,

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

AT&T Corp from 1984 through 1999.

Scheidemann is a Certified Public Accountant (CPA).

We believe that Mr.

Scheidemann is qualified

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

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

From November 2018 to August 2019,

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

Michael sold the concept to Mitesco in Mar 2020

and served as CEO until Sept 2022.

He bought the concept back from Mitesco in Dec 2023.

He is now actively involved with First Choice

Healthcare Solutions to fund and expand the redesigned TGC.

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

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

During this same time period, Michael has served as executive

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

The focus of these

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

Michael’s entrepreneurial

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

believe that Mr.

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

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

9 unchanged sentences

In addition, Mr.

Fell commenced serving as an independent director of Oceantech Acquisition I Corp., in March

2023, began serving as an independent director of KRNL in December 2022 and as an independent director of Semper Paratus Acquisition

Corporation in June 2023.

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

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

Fell held positions with the University

of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the

Public Policy Institute from 1995 to 2012.

Fell was also a visiting professor at the University of LaRochelle, France, and an adjunct

professor of economics at both Illinois State University and The Ohio State University.

Fell holds undergraduate and graduate degrees

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

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

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

Wadhwani (age:

56) began serving as a director of the Company in August 2023.

He is currently the Executive Vice President and Strategic

Advisor of TransForm Solution Inc., a business process outsourcing (BPO) company that specializes in analytics, digital interventions,

and operations management, a role he has served in since May 2023.

From April 2009 to April 2020, Mr.

Wadhwani held positions at Cognizant

Technology Solutions (“Cognizant”), a multi billion dollar, IT services and consulting company, ending his tenure at Cognizant

Director, Capital Markets & Investment Banking.

Wadhwani served as Senior Manager, Business Development – Banking

& Capital Markets at Headstrong (now Genpact (NYSE:

G)) from 2003 to 2005 and as Assistant Vice President at Polaris Software Services

from 1999 to 2002.

In India, Mr.

Wadhwani served as the Head of Institutional Equity Sales at Daewoo Finance (India) Ltd.

1999 and in product marketing and sales at Tata Consultancy Services from 1991 to 1994.

Throughout his career, Mr.

Wadhwani has negotiated

and closed several multi-year, multi-million dollar global technology service deals across the financial services, retail and media &

entertainment industries.

He is the co-founder of a SaaS based blockchain startup, which he was instrumental in conceptualizing, architecting

and building from the ground up.

Wadhwani brings hands on experience working at startups, growth stage organizations, and Fortune

Fell commenced serving as an independent director

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

director of Semper Paratus Acquisition Corporation in June 2023.

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

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

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

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

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

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

Fell holds undergraduate

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

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

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

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

and senior management experience.

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

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

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

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

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

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

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

Stein has also served as

General Counsel for MRC Group, a market research firm.

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

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

100 companies.

He serves on the board of Semper Paratus Acquisition Corp (NASDAQ:

LGST) and on the board of a U.S.

based nonprofit, Quench

Wadhwani earned a degree in Computer Science and a Masters in Marketing degree, both from the University of Mumbai.

He holds an MBA (Executive) from the Columbia Business School in New York City.

62) began serving as a director of the Company in August 2023.

He is President and CEO of AlfaGene Bioscience, Inc.

successfully initiated several companies and for the last ten years has been the CEO of Apogee Pharma.

He has over 20 years of experience

in the global generic pharmaceutical market.

He is a trained chemist and seasoned entrepreneur with extensive experience in active pharmaceutical

He has more than twenty years of Pharmaceutical and Bio-tech industry experience;

entering the generic pharmaceutical industry

He is Chairman and Managing Director of Apogee Pharma, Inc., a major importer of APIs (Active Pharmaceutical Ingredients).

works closely with his clients assisting them in bringing new generic drugs to market, including Barr Pharmaceuticals, DuPont Pharmaceuticals,

Sandoz, Wyeth and Watson.

He is also a major investor in a generic pharmaceutical company and is the founder of, and primary investor

in, AlfaGene.

He worked and managed extensively in the Pharmaceutical industry and created a multimillion dollar company.

serves as a philanthropist for various organizations.

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

and earlier served as Managing Director at Financial Asset Management.

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

and Marketing from Capital University.

We believe that Mr.

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

business background.

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

Holdings Inc.

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

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

Prior to this Ms.

Sher served as the Senior Vice president

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

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

Sher brings a well rounded breadth of experience in operations,

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

Kimball, MD is a Director of Aspire.

Since 2019, Dr.

Kimball has been a Professor of Surgery at the University of Utah Health Sciences

Center and has served as Medical Director of Surgical Critical Care at the Salt Lake VA Medical Center since 2008.

He is the Chief Medical

Officer for Outreach Network Development and Telehealth and Medical Director of TeleICU services for U Health and has held the position

Kimball’s research in critical care medicine has been focused on shock resuscitation, inflammation and its effects

on abdominal organ function.

He and his colleagues designed the device used as an international standard for assessing intra-abdominal

pressures in critically ill patients.

He is the current president of the World Abdominal Compartment Society.

Kimball served as a

medical officer in the US Army and continues to provide training for US Special Forces.

He is married to Rebekah Ellsworth Kimball, has

four children and resides in Salt Lake City.

We believe that Mr.

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

extensive medical background.

Ajjarapu (age:

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

He has served as Chairman of the Board, Chief

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

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

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

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

KRNL) (“KRNL”) (since

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

Beginning in 2021, Mr.

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

that consummated its initial business combination in February 2023.

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

Ocean Biomedical, Inc.

Since March 2018, Mr.

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

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

Ajjarapu was a Founder and served as Chief

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

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

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

a biofuels company (NASDAQ:

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

Inc., from January 2006 to March 2009.

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

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

Ajjarapu graduated

from South Dakota State University with a M.S.

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

specializing in International Finance and Management.

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

at Harvard University.

Relationships

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

and Terms of Office of Officers and Directors

board of directors consists of five members.

Holders of our founder shares have the right to appoint all of our directors prior to consummation

of our initial business combination and holders of our public shares will not have the right to vote on the appointment of directors

during such time.

These provisions of our amended and restated memorandum and articles of association may only be amended by a special

resolution passed by at least 90% of our founder shares voting in a general meeting.

Our board of directors is divided into three classes,

with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first

annual meeting of shareholders) serving a 3-year term.

Subject to any other special rights applicable to the shareholders, any vacancies

on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our

board or by a majority of the holders of our founder shares.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and

articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers

may consist of a chairman, a chief executive officer, a president, a chief operating officer, chief financial officer, vice presidents,

a secretary, assistant secretaries, a treasurer and such other offices as may be determined by the board of directors.

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

of Aspire’s Board of Directors

Aspire Board consist of seven (7) members.

Kraig Higginson will serve as Chairman.

The primary responsibilities of the board will be

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

board will be divided into the following three classes:

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

to be held in 2025;

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

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

to be held in 2026;

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

meeting of stockholders to be held in 2027.

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

to expire at the third succeeding annual meeting of stockholders after their election.

In accordance with Proposed Charter, each director

will hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected

and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

the future, the Aspire nominating and corporate governance committee and Aspire Board may consider a broad range of factors relating

to the qualifications and background of nominees.

The Aspire nominating and corporate governance committee’s and Aspire Board’s

priority in selecting board members is to identify persons who will further the interests of stockholders through his or her established

record of professional accomplishments, the ability to contribute positively to the collaborative culture among board members, knowledge

of Aspire’s business, understanding of the competitive landscape, and professional and personal experiences and expertise relevant

to Aspire’s growth strategy.

Nasdaq listing standards require that a majority of our board of directors be independent.

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

board of directors has determined that Michael L.

Peterson, Donald G.

Fell, Mayur Doshi, and Avinash Wadhwani are independent directors

under applicable SEC and Nasdaq rules.

Our independent directors will have regularly scheduled meetings at which only independent directors

Company Status

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

As a result, the Nasdaq considers us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards.

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

or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to

applicable phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, you will not have the same

protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Our board of directors has determined that Gary E.

Stein, Donald G.

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

Our independent directors will

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

of the Board of Directors

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have established an audit committee of the board of directors.

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

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

Peterson, Avinash Wadhwani, and Donald G.

Fell are members of our audit committee, and Michael L.

Peterson serves as the chairman

of the audit committee.

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

listing standards and applicable SEC rules.

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

determined that Michael L.

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

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

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

Stein, Michael Howe, and Donald G.

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

chairman of the audit committee.

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

the Nasdaq listing standards and applicable SEC rules.

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

directors has determined that Gary E.

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

applicable SEC rules.

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

board oversight of (i) the integrity of our financial statements, (ii) our compliance with leg and regulatory requirements, (iii)

our independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent

registered public accounting firm engaged by us;

pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged

by us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal

quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,

of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC

prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required

to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, a majority of the independent directors may

recommend a director nominee for selection by our board of directors.

Our board of directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Michael L.

Peterson, Avinash Wadhwani, and Donald G.

In accordance with Rule 5605 of the Nasdaq rules, each of the foregoing directors is

As there is no standing nominating committee, we do not have a nominating committee charter in place.

functions of this committee will include, among other things:

the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent

auditors or engage new independent auditors;

our financial reporting processes and disclosure controls;

and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

the adequacy and effectiveness of our internal control policies and procedures, including the effectiveness of our internal audit

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

and practices to be used by New Aspire;

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

control procedures and any material issues raised by the most recent internal quality-control review;

the rotation of our independent auditor’s lead audit and concurring partners and the rotation of other audit partners as required

to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought

to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent

our annual and quarterly financial statements and reports, including the disclosures contained in the section entitled “ Aspire’s

Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” and discussing the statements

and reports with our independent auditors and management;

with our independent auditors and management significant issues that arise regarding accounting principles and financial statement

presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies;

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

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

controls, auditing or other matters;

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

our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk

management is implemented;

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

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

financial reporting and disclosures;

all related party transactions entered into by New Aspire.

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

all applicable SEC and Nasdaq rules and regulations.

and Corporate Governance Committee

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

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

The board has determined

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

functions of this committee will include, among other things:

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

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

is appropriate;

nominations by stockholders of candidates for election to the board;

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

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

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

corporate governance trends;

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

proposed changes to the board.

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

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

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

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

procedures set forth in our amended and restated memorandum and articles of association.

procedures set forth in our certificate of incorporation.

However, prior to our initial business combination,

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obtain a broad and diverse mix of board members.

have established a compensation committee of our board of directors.

The members of our compensation committee are Michael L.

Avinash Wadhwani, and Donald G.

Fell serves as chairman of the compensation committee.

We have established a compensation committee of our

board of directors.

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

Stein, and Donald G.

Michael Howe is

expected to serve as chairman of the compensation committee.

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

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committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation

(if any is paid by us), evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

and making recommendations to our board of directors with respect to the compensation, any incentive-compensation and equity-based

plans that are subject to board approval of all of our other officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

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

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

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

their performance against these goals and objectives;

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

plans to the extent authorized by the board;

and making recommendations to the board regarding the type and amount of compensation to be paid or awarded to non-employee board

and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange

administering

equity incentive plans, to the extent such authority is delegated by the board;

and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensation,

perquisites and special or supplemental benefits for executive officers;

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

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

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

and evaluating the compensation committee charter annually and recommending any proposed changes to the board.

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

and all applicable SEC and Nasdaq rules and regulations.

Notwithstanding

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Trading Arrangements and Policies

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

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

(i) refrain from purchasing shares during

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executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of

the Exchange Act.

the Exchange Act during fiscal year 2024.

Executive Compensation.

Discussion and Analysis

of our officers or directors have received or, prior to our initial business combination, will receive any cash compensation for services

rendered to us.

We pay our Original Sponsor up to $10,000 per month for office space, administrative and support services.

officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection

with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, Original Sponsor, officers, directors

or our or any of their affiliates.

the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management

fees from the combined company.

All of these fees will be described, to the extent then known, in the proxy solicitation materials or

tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any

limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the

amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-transaction

business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined,

or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors.

are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or

selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our initial

business combination should be a determining factor in our decision to proceed with any potential business combination.

OF NAMED EXECUTIVE OFFICERS

following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies and smaller

reporting companies under SEC rules.

Our named executive officers (“NEOs”) for the year ended December 31, 2024 were Kraig

Higginson, our current Chief Executive officer, Ernest Scheidemann, our Chief Financial Officer.

compensation of our NEOs generally consists of a combination of base salary, bonuses and equity-based compensation.

Bonus awards for

2024 and 2023 were determined at the sole discretion of the Compensation Committee based on an assessment of the performance of the NEOs.

following tables contain certain compensation information for our NEOs in the fiscal years ended December 31, 2024 and 2023.

Name and Principal Position

Nonequity Incentive Plan Compensation ($)

Option Awards ($)

All Other Compensation ($)

Chief Executive Officer (1)

Scheidemann, Jr.

Chief Financial Officer (2)

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

Scheidemann, Jr.

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

Name and Principal Position

Annual Base Salary

Chief Executive Officer

Scheidemann, Jr.

Chief Financial Officer

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

Higginson, in his capacity

as Chief Executive Officer, and Ernest J.

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

Agreements”).

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

Higginson will be entitled to an

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

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

to annual review.

Higginson and Mr.

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

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

which goals shall be determined by the board of directors.

Executive Employment Agreements also provide that Mr.

Higginson and Mr.

Scheidemann would be eligible to participate in all employee

benefit plans, programs, and arrangements made available to the Company’s senior employees in accordance with the terms of such

Higginson and Mr.

Scheidemann would be eligible for time off as needed, reimbursement of all documented reasonable business

expenses incurred, and such other fringe benefits and perquisites as are provided by the Company, in its sole discretion, to its employees

from time to time.

Executive Employment Agreements contain a non-disparagement provision, customary confidentiality, and invention assignment covenants,

as well as non-interference and employee and customer non-solicitation covenants.

If either Mr.

Higginson or Mr.

Scheidemann are terminated

by the Company without “cause” or due to their resignation for “good reason” (each as defined the Executive Employment

Agreements), subject to their execution and non-revocation of a general release of claims in favor of the Company and its affiliates

and his continued compliance with the restrictive covenants in the employment agreement, he would be entitled to severance consisting

(I) the aggregate amount of his earned but unpaid base salary then in effect, (II) incurred but unreimbursed documented reasonable

reimbursable business expenses through the date of such termination, and (III) any other amounts due under applicable law, in each case

earned and owing through the date of termination.

foregoing description of the Executive Employment Agreements is qualified in its entirety by the full text of the Executive Employment

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

Director Compensation

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

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

following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 29, 2024 based

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

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

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

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

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warrants as these warrants are not exercisable within 60 days of the date of this Report.

the table below, percentage ownership is based on 8,991,229 ordinary shares issued and outstanding as of February 29, 2024.

all matters to be voted upon, except for the election or removal of directors of the board prior to the initial business combination,

holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class.

All of the Class B ordinary shares

have been converted into Class A ordinary shares on a one-for-one basis.

Class A Ordinary Shares

Class B Ordinary Shares

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she or it possesses sole or shared voting or investment power over that security, including options and restricted stock units

that are currently exercisable or vested or that will become exercisable or vest within 60 days.

This table is based upon information

supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC.

Unless otherwise indicated in

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

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

The beneficial

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

of the Closing Date and other than as noted below.

Name and Address of Beneficial Owner

SRIRAMA Associates, LLC (our Sponsor) (3)

Suren Ajjarapu (3)

Avinash Wadhwani

All executive officers and directors as a group (7 individuals)

% of Common Stock Outstanding

Directors and Executive Officers:

Scheidemann, Jr.

Surendra Ajjarapu (3)

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

Five Percent Holders:

PowerUp Sponsor LLC (our Original Sponsor) (4)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o PowerUp Acquisition Corp., 188 Grand

Street, Unit #195, New York, NY 10013.

All Class B ordinary shares were converted into Class A ordinary shares on a one-for-one basis.

Our Sponsor is the record holder of such shares.

Ajjarapu is the managing member of our Sponsor.

Ajjarapu has voting

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

ownership of the ordinary shares held directly by our Sponsor.

Ajjarapu disclaims beneficial ownership of any shares other than to

the extent he may have a pecuniary interest therein, directly or indirectly.

PowerUp Sponsor LLC (4)

SRIRAMA Associates, LLC (5)

Lance Friedman (6)

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

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

Scheidemann claims beneficial ownership of.

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

Suren Ajjarapu is the managing member of our Sponsor and may

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

Suren Ajjarapu disclaims any beneficial

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

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

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

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

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

of the Business Combination.

Our Original Sponsor is the record holder of such shares.

Hack and Schillinger are the managing members of our Original Sponsor.

Bruce Hack and Gabriel Schillinger

are the managing members of our Original Sponsor.

As such, each of Messrs.

Hack and Schillinger has voting and investment discretion with respect to the ordinary shares held of record

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

Hack and Schillinger has voting and investment discretion

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

of the ordinary shares held directly by our Original Sponsor.

Each of Messrs.

Hack and Schillinger disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest

therein, directly or indirectly.

Hack and Schillinger disclaims beneficial ownership

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

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

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

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

of the Business Combination.

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

His holdings include 1,680,886 shares

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

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

Compensation Plan

2024 Plan is administered by the compensation committee of the Company (the “Committee”).

where the authority to act on such matters is specifically reserved to the Aspire Board under the 2024 Plan or applicable law, the Committee

will have full power and authority to interpret and construe all provisions of the 2024 Plan, any award, and any award agreement, and

take all actions and to make all determinations required or provided for under the 2024 Plan, any award, and any award agreement, including

the authority to:

grantees of awards;

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

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

the terms and conditions of each award;

the form of each award agreement;

to limitations in the 2024 Plan (including the prohibition on repricing of options or share appreciation rights without stockholder

approval), amend, modify, or supplement the terms of any outstanding award;

substitute awards.

Aspire Board will also be authorized to appoint one or more committees of the Aspire Board consisting of one or more directors of Aspire

who need not meet the independence requirements above for certain limited purposes permitted by the 2024 Plan, and to the extent permitted

by applicable law, the Committee will be authorized to delegate authority to the Chief Executive Officer of Aspire and/or any other officers

of Aspire for certain limited purposes permitted by the 2024 Plan.

The Aspire Board will retain the authority under the 2024 Plan to

exercise any or all of the powers and authorities related to the administration and implementation of the 2024 Plan.

Aspire Board may amend, suspend, or terminate the 2024 Plan at any time;

provided that with respect to awards that are granted under

the 2024 Plan, no amendment, suspension or termination may materially impair the rights of the award holder without such holder’s

No such action may amend the 2024 Plan without the approval of stockholders if the amendment is required to be submitted for

stockholder approval by the Aspire Board, the terms of the 2024 Plan, or applicable law.

under the 2024 Plan may be made in the form of:

options, which may be either incentive stock options or nonqualified stock options;

appreciation rights or “SARs”;

equivalent rights;

awards, including performance shares;

equity-based awards;

incentive stock option is an option that meets the requirements of Section 422 of the Code, and a non-qualified stock option is an option

that does not meet those requirements.

A SAR is a right to receive upon exercise, in the form of stock, cash or a combination of stock

and cash, the excess of the fair market value of one share of Aspire Common Stock on the exercise date over the exercise price of the

Restricted stock is an award of Aspire Common Stock subject to restrictions over restricted periods that subject the shares of Aspire

Common Stock to a substantial risk of forfeiture, as defined in Section 83 of the Code.

A restricted stock unit or deferred stock unit

is an award that represents a conditional right to receive shares of Aspire Common Stock in the future and that may be made subject to

the same types of restrictions and risk of forfeiture as restricted stock.

Unrestricted shares are shares of Aspire Common Stock free

of restrictions other than those imposed under federal or state securities law.

Dividend equivalent rights are awards entitling the grantee

to receive cash, shares of Aspire Common Stock, other awards under the 2024 Plan or other property equal in value to dividends or other

periodic payments paid or made with respect to a specified number of shares of Aspire Common Stock.

Performance awards are awards made

subject to the achievement of one or more performance goals over a performance period established by the Committee.

Other equity-based

awards are awards representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference

to, or otherwise based on or related to stock, other than an option, SAR, restricted stock, restricted stock unit, unrestricted stock,

dividend equivalent right, or a performance award.

2024 Plan provides that each award will be evidenced by an award agreement, which may specify terms and conditions of the award that

differ from the terms and conditions that would otherwise apply under the 2024 Plan in the absence of the different terms and conditions

in the award agreement.

In the event of any inconsistency between the 2024 Plan and an award agreement, the provisions of the 2024 Plan

will control.

under the 2024 Plan may be granted alone or in addition to, in tandem with, or in substitution or exchange for any other award under

the 2024 Plan, other awards under another compensatory plan of Aspire or any of its affiliates (or any business entity that has been

a party to a transaction with Aspire or any of Aspire’s affiliates), or other rights to payment from Aspire or any of its affiliates.

Awards granted in addition to or in tandem with other awards may be granted either at the same time or at different times.

Committee may permit or require the deferral of any payment pursuant to any award into a deferred compensation arrangement, which may

include provisions for the payment or crediting of interest or dividend equivalent rights, in accordance with rules and procedures established

by the Committee.

Awards under the 2024 Plan generally will be granted for no consideration other than past services by the grantee of

the award or, if provided for in the award agreement or in a separate agreement, the grantee’s promise to perform future services

to Aspire or one of its subsidiaries or other affiliates.

may reserve the right in an award agreement to cause a forfeiture of the gain realized by a grantee with respect to an award on account

of actions taken by, or failed to be taken by, such grantee in violation or breach of, or in conflict with, any employment agreement,

non-competition agreement, agreement prohibiting solicitation of employees or clients of Aspire or any affiliate, confidentiality obligations

with respect to Aspire or any affiliate, or otherwise in competition with Aspire or any affiliate, to the extent specified in such award

If the grantee is an employee and is terminated for “Cause” (as defined in the 2024 Plan), the Committee may annul

the grantee’s award as of the date of the grantee’s termination.

addition, any award granted pursuant to the 2024 Plan will be subject to mandatory repayment by the grantee to Aspire to the extent (i)

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

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

Subject to the 2024 Plan

to adjustment as described below, the maximum number of shares of Aspire Common Stock reserved for issuance under the 2024 Plan will

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

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

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

equal to 10% of the total number of shares of Aspire Common Stock outstanding as of the last day of the immediately preceding calendar

year, or (ii) such lesser number of shares of Aspire Common Stock as determined by the Committee.

The maximum number of shares of Aspire

Common Stock available for issuance pursuant to incentive stock options granted under the 2024 Plan will be the same as the total number

of shares of Aspire Common Stock reserved for issuance under the 2024 Plan.

Shares of Aspire Common Stock issued under the 2024 Plan

may be authorized and unissued shares of Aspire Common Stock, or treasury shares of Aspire Common Stock, or a combination of the foregoing.

shares of Aspire Common Stock covered by an award, or portion of an award, granted under the 2024 Plan that are not purchased or forfeited

or canceled, or expire or otherwise terminate without the issuance of shares of Aspire Common Stock or are settled in cash in lieu of

shares of Aspire Common Stock, will again be available for issuance under the 2024 Plan.

of Aspire Common Stock subject to an award granted under the 2024 Plan will be counted against the maximum number of shares of Aspire

Common Stock reserved for issuance under the 2024 Plan as one share for every one share subject to such an award.

In addition, at least

the target number of shares of Aspire Common Stock issuable under a performance award will be counted against the maximum number of shares

of Aspire Common Stock reserved for issuance under the 2024 Plan as of the grant date, but such number will be adjusted to equal the

actual number of shares of Aspire Common Stock issued upon settlement of the performance award to the extent different from such number

initially counted against the share reserve.

number of shares of Aspire Common Stock available for issuance under the 2024 Plan will not be increased by the number of shares of Aspire

Common Stock:

(i) tendered or withheld or subject to an award surrendered in connection with the purchase of shares of Aspire Common

Stock upon exercise of an option;

(ii) that were not issued upon the net settlement or net exercise of a stock-settled SAR;

(iii) deducted

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

or (iv) purchased by New Aspire

with proceeds from option exercises.

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

incentive stock options.

An option granted under the 2024 Plan will be exercisable only to the extent that it is vested.

will become vested and exercisable at such times and under such conditions as the Committee may approve consistent with the terms of

the 2024 Plan.

No option may be exercisable more than ten years after the option grant date, or five years after the option grant date

in the case of an incentive stock option granted to a “ten percent stockholder” (as defined in the 2024 Plan);

provided that,

to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect

to any option granted to a grantee who is a foreign national or is a natural person who is employed outside of the United States, such

option may terminate, and all rights to purchase shares of Aspire Common Stock thereunder may cease, upon the expiration of a period

longer than ten (10) years from the date of grant of such option as the Committee shall determine.

The Committee may include in the option

agreement provisions specifying the period during which an option may be exercised following termination of the grantee’s service.

The exercise price of each option will be determined by the Committee, provided that the per share exercise price will be equal to or

greater than 100% of the fair market value of a share of Aspire Common Stock on the grant date (other than as permitted for substitute

If Aspire were to grant incentive stock options to any ten percent stockholder, the per share exercise price will not be less

than 110% of the fair market value of a share of Aspire Common Stock on the grant date.

stock options and nonqualified stock options are generally non-transferable, except for transfers by will or the laws of descent and

distribution.

The Committee may, in its discretion, determine that a nonqualified stock option may be transferred to family members by

gift or other transfers deemed not to be for value.

Appreciation Rights

2024 Plan authorizes the Committee to grant SARs that provide the recipient with the right to receive, upon exercise of the SAR, cash,

Aspire Common Stock, or a combination of the two.

The amount that the recipient will receive upon exercise of the SAR generally will

equal the excess of the fair market value of shares of Aspire Common Stock on the date of exercise over the fair market value of shares

of Aspire Common Stock on the grant date.

SARs will become exercisable in accordance with terms determined by the Committee.

be granted in tandem with an option grant or independently from an option grant.

The term of a SAR cannot exceed ten (10) years from

the date of grant.

The per share exercise price of a SAR will be no less than the fair market value of one share of Aspire Common Stock

on the grant date of such SAR.

will be nontransferable, except for transfers by will or the laws of descent and distribution.

The Committee may determine that all or

part of a SAR may be transferred to certain family members of the grantee by gift or other transfers deemed not to be for value.

so long as the Aspire Common Stock remains listed on Nasdaq, the fair market value of the Aspire Common Stock on an award’s grant

date, or on any other date for which fair market value is required to be established under the 2024 Plan, will be the closing price of

Aspire’s Common Stock as reported on Nasdaq on such date.

If there is no such reported closing price on such date, the fair market

value of the Aspire Common Stock will be the closing price of the Aspire Common Stock as reported on such market on the next preceding

date on which any sale of Aspire Common Stock will have been reported.

the Aspire Common Stock ceases to be listed on Nasdaq and is listed on another established national or regional stock exchange, or traded

on another established securities market, fair market value will similarly be determined by reference to the closing price of the Aspire

Common Stock on the applicable date as reported on such other stock exchange or established securities market.

the Aspire Common Stock ceases to be listed on Nasdaq or another established national or regional stock exchange, or traded on another

established securities market, the Committee will determine the fair market value of the Aspire Common Stock by the reasonable application

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

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

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

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

in the form of cash, shares of common stock, other securities or other property), stock split, extraordinary dividend, recapitalization,

change in control, reorganization, Business Combination, consolidation, split-up, spin-off, combination, repurchase or exchange of shares

of common stock or other securities or similar transaction), Aspire may not, without obtaining stockholder approval, (a) amend the terms

of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs, (b) cancel outstanding options or SARs

in exchange for, or in substitution of, options or SARs with an exercise price that is less than the exercise price of the original options

or SARs, or (c) cancel outstanding options or SARs with an exercise price above the current price of Aspire Common Stock in exchange

for cash or other securities, in each case, unless such action is (i) subject to and approved by Aspire’s stockholders, or (ii)

would not be deemed to be a repricing under the rules of any stock exchange or securities market on which the Aspire Common Stock is

listed or publicly traded.

Stock, Restricted Stock Units, and Deferred Stock Units

2024 Plan authorizes the Committee to grant restricted stock, restricted stock units, and deferred stock units.

Subject to the provisions

of the 2024 Plan, the Committee will determine the terms and conditions of each award of restricted stock, restricted stock units, and

deferred stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award, and

the purchase price, if any, for the shares of Aspire Common Stock subject to the award.

The restrictions, if any, may lapse over a specified

period of time or through the satisfaction of conditions, in installments or otherwise, as the Committee may determine.

restricted stock will have all of the rights of a stockholder as to those shares of Aspire Common Stock, including, without limitation,

the right to vote the shares of Aspire Common Stock and receive dividends or distributions on the shares of Aspire Common Stock, except

to the extent limited by the Committee.

The Committee may provide in an award agreement evidencing a grant of restricted stock that (a)

cash dividend payments or distributions paid on restricted stock will be reinvested in shares of Aspire Common Stock, which may or may

not be subject to the same vesting conditions and restrictions as applicable to such shares of restricted stock, or (b) any dividend

payments or distributions declared or paid on shares of restricted stock will only be made or paid upon satisfaction of the vesting conditions

and restrictions applicable to such shares of restricted stock.

Dividend payments or distributions declared or paid on shares of restricted

stock which vest or are earned based on upon the achievement of performance goals will not vest unless such performance goals for such

shares of restricted stock are achieved, and if such performance goals are not achieved, the grantee of such shares of restricted stock

will promptly forfeit and, to the extent already paid or distributed, repay to Aspire such dividend payments or distributions.

of restricted stock units and deferred stock units will have no voting or dividend rights or other rights associated with share ownership,

although the Committee may award dividend equivalent rights on such units.

the restricted period, if any, when restricted stock, restricted stock units, and deferred stock units are non-transferable or forfeitable,

a grantee is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating, or otherwise encumbering or disposing

of the grantees’ restricted stock, restricted stock units, and deferred stock units.

2024 Plan authorizes the Committee to grant unrestricted stock, free of any restrictions such as vesting requirements, in such amounts

and upon such terms as the Committee may determine.

Unrestricted stock awards may be granted or sold in respect of past services.

Equivalent Rights

2024 Plan authorizes the Committee to grant dividend equivalent rights.

Dividend equivalent rights may be granted independently or in

connection with the grant of any equity-based award, except that no dividend equivalent right may be granted in connection with, or related

to an option or SAR.

Dividend equivalent rights may be paid currently (with or without being subject to forfeiture or a repayment obligation)

or may be deemed to be reinvested in additional shares of Aspire Common Stock or awards which may thereafter accrue additional dividend

equivalent rights (with or without being subject to forfeiture or a repayment obligation) and may be payable in cash, shares of Aspire

Common Stock, or a combination of the two.

Dividend equivalent rights granted as a component of another award may (a) provide that such

dividend equivalent right will be settled upon exercise, settlement, or payment of, or lase of restriction on, such other award and that

such dividend equivalent will expire or be forfeited or annulled under the same conditions as such award or (b) contain terms and conditions

which are different from the terms and conditions of such other award, provided that dividend equivalent rights credited pursuant to

a dividend equivalent right granted as a component of another award which vests or is earned based on the achievement of performance

goals will not vest unless such performance goals for such underlying award are achieved, and if such performance goals are not achieved,

the grantee of such dividend equivalent right will promptly forfeit and, to the extent already paid or distributed, repay to Aspire payments

or distributions made in connection with such dividend equivalent rights.

2024 Plan authorizes the Committee to grant performance awards.

The Committee will determine the applicable performance period, the performance

goals, and such other conditions that apply to the performance award.

Any performance measures may be used to measure the performance

of Aspire and its subsidiaries and other affiliates as a whole or any business unit of Aspire, its subsidiaries, and/or its affiliates

or any combination thereof, as the Committee may deem appropriate, or any performance measures as compared to the performance of a group

of comparable companies, or published or special index that the Committee deems appropriate.

Performance goals may relate to Aspire’s

financial performance or the financial performance of Aspire’s operating units, the grantee’s performance, or such other

criteria determined by the Committee.

If the performance goals are met, performance awards will be paid in cash, shares of Aspire Common

Stock, other awards, or a combination thereof.

Equity-Based Awards

2024 Plan authorizes the Committee to grant other types of stock-based awards under the 2024 Plan.

The terms and conditions that apply

to other equity-based awards are determined by the Committee.

exercise price for any option or the purchase price (if any) for restricted stock, vested restricted stock units, and/or vested deferred

stock units is generally payable (i) in cash or in cash equivalents acceptable to Aspire, (ii) to the extent the award agreement provides,

by the tender (or attestation of ownership) of shares of Aspire Common Stock having a fair market value on the date of tender (or attestation)

equal to the exercise price or purchase price, (iii) to the extent permitted by law and to the extent permitted by the award agreement,

through a broker-assisted cashless exercise, or (iv) to the extent the award agreement provides and/or unless otherwise specified in

an award agreement, any other form permissible by applicable law, including net exercise or net settlement and service rendered to Aspire

or Aspire’s affiliates.

in Capitalization

Committee may adjust the terms of outstanding awards under the 2024 Plan to preserve the proportionate interests of the holders in such

awards on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of shares, exchange

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

receipt of consideration by New Aspire.

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

to outstanding awards and (ii) the per share exercise price of outstanding options or SARs.

not Constituting a Change in Control

Aspire is the surviving entity in any reorganization, Business Combination, or consolidation of Aspire with one or more other entities

which does not constitute a “change in control” (as defined in the 2024 Plan), any awards will be adjusted to pertain to

and apply to the securities to which a holder of the number of shares of Aspire Common Stock subject to such award would have been entitled

immediately after such transaction, with a corresponding proportionate adjustment to the per share price of options and SARs so that

the aggregate price per share of each option or SAR thereafter is the same as the aggregate price per share of each option or SAR subject

to the option or SAR immediately prior to such transaction.

Further, in the event of any such transaction, performance awards (and the

related performance measures if deemed appropriate by the Committee) will be adjusted to apply to the securities that a holder of the

number of Aspire Common Stock subject to such performance awards would have been entitled to receive following such transaction.

of a Change in Control in which Awards are not Assumed

as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing,

upon the occurrence of a change in control in which outstanding awards are not being assumed or continued, the following provisions will

apply to such awards, to the extent not assumed or continued:

prior to the occurrence of such change in control, in each case with the exception of performance awards, all outstanding shares

of restricted stock and all restricted stock units, deferred stock units, and dividend equivalent rights will be deemed to have vested,

and all shares of Aspire Common Stock and/or cash subject to such awards will be delivered;

and either or both of the following two

actions will be taken:

least fifteen (15) days prior to the scheduled consummation of such change in control, all options and SARs outstanding will become

immediately exercisable and will remain exercisable for a period of fifteen (15) days.

Any exercise of an option or SAR during this

fifteen (15) day period will be conditioned on the consummation of the applicable change in control and will be effective only immediately

before the consummation thereof, and upon consummation of such change in control, the 2024 Plan and all outstanding but unexercised

options and SARs will terminate, with or without consideration as determined by the Committee in its sole discretion;

Committee may elect, in its sole discretion, to cancel any outstanding awards of options, SARs, restricted stock, restricted stock

units, deferred stock units, and/or dividend equivalent rights and pay or deliver, or cause to be paid or delivered, to the holder

thereof an amount in cash or capital stock having a value (as determined by the Committee acting in good faith), in the case of restricted

stock, restricted stock units, deferred stock units, and dividend equivalent rights (for shares of Aspire Common Stock subject thereto),

equal to the formula or fixed price per share paid to holders of shares of Aspire Common Stock pursuant to such change in control

and, in the case of options or SARs, equal to the product of the number of shares of Aspire Common Stock such subject to such options

or SARs multiplied by the amount, if any, which (i) the formula or fixed price per share paid to holders of shares of Aspire Common

Stock pursuant to such change in control exceeds (ii) the option price or SAR price applicable to such options or SARs.

performance awards, if less than half of the performance period has lapsed, such awards will be treated as though the target performance

thereunder has been achieved.

If at least half of the performance period has lapsed, such performance awards will be earned, as of

immediately prior to but contingent on the occurrence of such change in control, based on the greater of (i) deemed achievement of

target performance or (ii) determination of actual performance as of a date reasonably proximate to the date of consummation of the

change in control as determined by the Committee, in its sole discretion.

Equity-Based Awards will be governed by the terms of the applicable award agreement.

of a Change in Control in which Awards are Assumed

as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing,

upon the occurrence of a change in control in which outstanding awards are being assumed or continued, the following provisions will

apply to such awards, to the extent not assumed or continued:

The 2024 Plan and the options, SARs, restricted stock, restricted stock

units, deferred stock units, dividend equivalent rights, and other equity-based equity awards granted under the 2024 Plan will continue

in the manner and under the terms so provided in the event of any change in control to the extent that provision is made in writing in

connection with such change in control for the assumption or continuation of such awards, or for the substitution for such awards of

new options, SARs, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based

awards relating to the capital stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustment as to the

number of shares of Aspire Common Stock and exercise price of options and SARs.

general, a “change in control” means:

transaction or series of related transactions whereby a person or group (with certain exceptions) becomes the beneficial owner of

50% or more of the total voting power of Aspire’s voting stock on a fully diluted basis;

who, as of the Effective Date, constitute the Aspire Board (together with any new directors whose election was approved by at least

a majority of the members of the Aspire Board then in office), cease to constitute a majority of the members of the Aspire Board

then in office;

Business Combination or consolidation of Aspire, other than any such transaction in which the holders of Aspire’s voting stock

immediately prior to the transaction own directly or indirectly at least a majority of the voting power of the surviving entity immediately

after the transaction;

sale of substantially all of Aspire’s assets to another person or entity;

consummation of a plan or proposal for the dissolution or liquidation of Aspire.

Notwithstanding

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

a change in control.

Certain Relationships and Related Transactions, and Director Independence.

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directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

currently maintain our executive offices at 188 Grand Street, Unit #195, New York, NY 10013.

The cost for our use of this space is included

in the $10,000 per month fee we pay to our Original Sponsor or its affiliates for office space and administrative and support services.

Upon completion of our initial business combination or our liquidation, we expect to cease paying these monthly fees.

Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket

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

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

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

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

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working capital loans (if any), which was filed as an exhibit to the Registration Statement.

have entered into indemnity agreements with each of our officers and directors, a form of which has been filed as an exhibit to our

Registration Statement.

These agreements require us to indemnify these individuals and entity to the fullest extent permitted under applicable

Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which

they could be indemnified.

have entered into indemnity agreements with each of our officers and directors, a form of which has been filed as an exhibit to our Registration

These agreements require us to indemnify these individuals and entity to the fullest extent permitted under applicable Cayman

Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they

could be indemnified.

Share Conversion

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

(“Apogee”), pursuant to which Apogee loaned an aggregate of $50,000 to the Sponsor, and, in turn, the Sponsor loaned

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

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

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

$150,000 to the Company.

On January 10, 2024, the Company

entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which the lender loaned

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

On March 5, 2024, the Company entered

into Subscription Agreements with four investors agreed to contribute to the Sponsor an aggregate of $1,000,00 to support the Company’s

de-SPAC transaction.

The Company has certain obligations under Subscription Agreements, including to issue shares of its Class

A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the

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

of $1,000,00 to support the Company’s de-SPAC transaction.

The Company has certain obligations under Subscription Agreements, including

to issue shares of its Class A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be

repaid the contributions of the investors.

In connection with its efforts to

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

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

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

Blackstone Capital Advisors, Inc.

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

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

Transaction”).

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

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

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

the aggregate principal amount loaned equals $264,142.05.

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

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

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

Interest will be

due and payable on the maturity date.

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

principal amount and accrued interest on the maturity date.

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

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

“Commitment Shares”).

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

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

Agreement), if any.

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

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Principal Accountant Fees and Services.

following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately

$123,287 and $44,000 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial statements

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

for services rendered.

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

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

included in this Annual Report on Form 10K.

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

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

From January 1,

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

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

From January 1,

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

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

Audit-Related

During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately

$0 and $0 for the services Marcum performed in connection with our Initial Public Offering.

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

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

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

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

audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to

the completion of the audit).

Exhibits, Financial Statements and Financial Statement Schedules.

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TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

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

Marcum LLP PCAOB No.

Consolidated Balance Sheets

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Form 10-K Summary.

Underwriting Agreement, dated February 17, 2022, by and between the Company and Citigroup Global Markets Inc., as representative of the several underwriters (2)

Agreement and Plan of Merger, dated December 26, 2023, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., and Ryan Bleeks.

Amended and Restated Memorandum and Articles of Association (2)

Amendment to Amended and Restated Memorandum and Articles of Association of the Company (4)

Specimen Unit Certificate (1)

Specimen Class A Ordinary Share Certificate (1)

Specimen Warrant Certificate (1)

Warrant Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as warrant agent (2)

Description of Registered Securities (5)

Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and PowerUp Sponsor LLC (2)

Investment Management Trust Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (2)

Private Placement Warrants Purchase Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (2)

Registration Rights Agreement, dated as of February 17, 2022, by and between the Company and certain security holders (2)

Form of Indemnity Agreement, dated as of February 17, 2022, by and between the Company and each of the directors and officers of the Company (2)

Amended and Restated Promissory Note, dated as of January 14, 2022, issued to PowerUp Sponsor LLC (1)

Securities Subscription Agreement, dated as of February 16, 2021, by and between the Company and PowerUp Sponsor LLC (1)

Form of Non-Redemption Agreement (6)

Purchase Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, PowerUp Acquisition Corp., and PowerUp Sponsor LLC (7)

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

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

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

on August 30, 2024).

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

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

on September 6, 2024).

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

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

on October 10, 2024).

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

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

on February 21, 2025).

Bylaws of Aspire Biopharma Holdings, Inc.

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

on February 21, 2025).

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

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

on February 23, 2022).

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

on February 23, 2022).

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

on February 23, 2022).

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

on February 23, 2022).

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

on February 23, 2022).

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

on February 14, 2022).

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

on February 14, 2022).

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

on February 23, 2022).

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

on May 1, 2023).

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

on July 19, 2023).

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

on December 28, 2023).

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

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

and Investor.*

Code of Ethics (1)

Insider Trading Policy*

Subsidiaries of PowerUp Acquisition Corp.*

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

on March 11, 2024).

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

on September 6, 2024).

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

on March 11, 2024).

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

on May 14, 2024).

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

on May 22, 2024).

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

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

on October 4, 2024).

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

and Blackstone Capital Advisors, Inc.

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

on December 26, 2024).

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

and Blackstone Capital Advisors, Inc.

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

on December 26, 2024).

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

and Blackstone Capital Advisors, Inc.

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

on December 26, 2024).

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

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

on September 6, 2024).

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

and Glatt Air Techniques Inc.

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

on September 6, 2024),

Certificate of Designation of Aspire Biopharma, Inc.

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

on September 6, 2024).

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

and Blackstone Capital Advisors, Inc.

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

on September 6, 2024).

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

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

on September 6, 2024).

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

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

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

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

on February 20, 2025)

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

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

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

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

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

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

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

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

2024 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.37 to the Form 8-K filed by the Company on February 21, 2025).

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

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

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

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

on March 11, 2024).

List of Subsidiaries of the Company.

(incorporated by reference from Exhibit 21.1 to the Form 8-K filed by the Company on February 21, 2025).

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

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

4 unchanged sentences

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

Clawback Policy*

Audit Committee Charter (1)

Compensation Committee Charter (1)

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

XBRL Instance Document*

4 unchanged sentences

XBRL Definition Linkbase Document*

Page Interactive Data File (Embedded within the Inline XBRL document and included as Exhibit 101)*

by reference to the Company’s Form S-1, filed with the SEC on February 14, 2022.

by reference to the Company’s Form 8-K, filed with the SEC on February 23, 2022.

by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on December 28, 2023.

by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on May 23, 2023.

by reference to Exhibit 4.5 to the Company’s Form 10-K filed with the SEC on March 21, 2023.

I ncorporated

by reference to Exhibit 10.1 in the Current Report on Form 8-K filed on May 1, 2023 .

by reference from Exhibit 10.1 to the Current Report filed on July 19, 2023.

Filed herewith.

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on

its behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORP.

March 11, 2024

Surendra Ajjarapu

Holdings Corp .

April 7, 2025

Executive Officer and Chairman

1 unchanged sentence

registrant and in the capacities and on the dates indicated.

Surendra Ajjarapu

Executive Officer and Chairman

Executive Officer)

March 11, 2024

Ernest J Scheidemann

Financial Officer

Financial Officer and Principal

March 11, 2024

Michael Peterson

March 11, 2024

Avinash Wadhwani

March 11, 2024

ACQUISITION CORP.

Edward Kimball

Surendra Ajjarapu

ASPIRE BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 )

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

Marcum LLP PCAOB ID # 688 )

Consolidated Balance Sheets

4 unchanged sentences

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders’ and Board of Directors of

Acquisition Corp.

the Board of Directors and Stockholders

BioPharma Holdings, Inc.

(F/K/A PowerUp Acquisition Corp.)

on the Financial Statements

1 unchanged sentence

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

2023 and 2022, the related statements of operations, shareholders’ deficit and cash flows for the years

ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity

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

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

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

In our opinion, the financial statements present

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

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

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

of December 31, 2024 on a retrospective basis.

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

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

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

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

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

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

Our responsibility is to express an opinion on these financial

statements based on our audit.

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

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

federal securities

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

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

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

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

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

As part of our audit

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

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

Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provide

a reasonable basis for our opinion.

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

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

As discussed in Note

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

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

Audit Matters

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

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

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

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

The communication of critical audit matters

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

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

Audit Matter:

Fair Value Measurement of Convertible Debt and Contingent Consideration

of the Matter:

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

Pharmaceuticals acquisition.

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

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

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

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

the Critical Audit Matter Was Addressed in the Audit

audit procedures included:

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

oversight of third-party specialists.

● Contractual

Verification:

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

Agreement to validate terms triggering contingent payments or conversions.

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

trial success probabilities) against industry benchmarks and historical data.

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

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

biopharma company volatility rates).

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

Liabilities from Equity) in financial statement disclosures.

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

Procedures confirmed:

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

failure) tied

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

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

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

probability metrics consistent with industry precedents.

Bush & Associates CPA LLC

have served as the Company’s auditor since 2025.

PCAOB ID Number 6797

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders’ and Board of Directors of

Aspire BioPharma Holdings, Inc.

(F/K/A PowerUp Acquisition Corp.)

on the Financial Statements

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

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

the accompanying consolidated balance sheet of PowerUp Acquisition Corp.

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

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

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

In our opinion, the financial statements, before the effects

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

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

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

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

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

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

Those retrospective adjustments were audited by

other auditors.

Paragraph – Going Concern

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

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that

was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

business combination with one or more businesses or entities on or before May 23, 2024.

The Company entered into a definitive merger agreement

with a business combination target on December 26, 2023;

however, the completion of this transaction is subject to the approval of the

Company’s stockholders among other conditions.

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

the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to May

23, 2024, if at all.

The Company also has no approved plan in place to extend the business combination deadline and fund operations for

any period of time after May 23, 2024, in the event that it is unable to complete a business combination by that date.

These matters raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also

described in Note 1.

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

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

Our responsibility is to express an opinion

on the Company’s financial statements based on our audits.

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

Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance

with the U.S.

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

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

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

As described in Note

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

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

businesses or entities on or before May 23, 2024.

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

target on December 26, 2023;

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

among other conditions.

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

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

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

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

These matters raise substantial doubt about the

Company’s ability to continue as a going concern.

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

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

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

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

financial statements based on our audit.

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

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

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

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

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

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

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

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

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

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

As part of our audit,

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

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

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

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

We believe that our audits provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

March 11, 2024

ACQUISITION CORP.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

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

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

BALANCE SHEETS

3 unchanged sentences

Prepaid expenses and other

Prepaid Expenses

Due from Sponsor

Subscriptions Receivable

Total current assets

Prepaid expenses - noncurrent

Investments held in Trust Account

$ 300,182,005

Cash and Investments held in Trust Account

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

1 unchanged sentence

Accounts payable and accrued expenses

Loan and Transfer note - payable

Loan and Transfer notes payable

Subscription Agreement loan

Short-term loans from shareholders

Due to affiliate

Total current liabilities

Deferred Underwriting fee payable

TOTAL LIABILITIES

1 unchanged sentence

REDEEMABLE ORDINARY SHARES

Class A ordinary shares subject to possible redemption at redemption value, $ 0.0001 par value, 1,803,729 and 28,750,000 shares as of December 31, 2023 and 2022, respectively

SHAREHOLDER’S DEFICIT

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

SHAREHOLDERS’ DEFICIT

Preference shares;

3 unchanged sentences

300,000,000 shares authorized;

7,187,500 and 0 issued or outstanding at December 31, 2023 and 2022, respectively (excluding 1,803,729 and 28,750,000 shares subject to redemption as of December 31, 2023 and 2022, respectively)

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

Class B ordinary shares;

1 unchanged sentence

50,000,000 shares authorized;

0 and 7,187,500 issued and outstanding at December 31, 2023 and 2022, respectively

0 issued and outstanding at December 31, 2024 and 2023

Ordinary shares

Additional paid-in capital

5 unchanged sentences

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

$ 300,182,005

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

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

STATEMENTS OF OPERATIONS

1 unchanged sentence

December 31, 2023

December 31, 2022

Gross Receipts

COST OF REVENUE

Cost of goods sold

Total cost of revenue

OPERATING EXPENSES

General and administrative

General and administrative expenses

Research and development

Marketing and sales

Total operating expenses

( 3,088,671 )

Other income:

( 1,340,168 )

Other income (expense):

Change in fair value of subscription loan

( 9,105,853 )

Interest expense – debt discount

1 unchanged sentence

Total other income, net

( 9,448,801 )

Net gain/(loss) before income tax provision

Provision for Income Taxes

Net (loss) income

$ ( 12,537,472 )

Weighted average shares outstanding of Class A ordinary shares

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

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

Weighted average shares outstanding of Class B ordinary shares

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

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

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

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

4 unchanged sentences

Balance – December 31, 2022

Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)

Proceeds from issuance of Private Placement Warrants to Sponsor

Remeasurement for redeemable shares to redemption value

( 9,938,620 )

( 9,937,901 )

Conversion of Class B shares to Class A

( 7,187,500 )

Balance – December 31, 2022

Reduction of U/W Fee Payable

Contribution - shareholder non-redemption agreements

Shareholder non-redemption agreements

Face value of convertible note in excess of fair value

Remeasurement for Class A shares to redemption value

( 5,813,213 )

Balance – December 31, 2023

$ ( 11,287,754 )

$ ( 322,105 )

Conversion of Class B shares to Class A

$ ( 11,287,754 )

Reduction of U/W Fee Payable

Contribution - shareholder non-redemption agreements

$ ( 322,105 )

Shareholder non-redemption agreements

Fair value of subscription loan

- conversion option

( 2,477,416 )

Contribution - shareholder non-redemption agreement

Face value of convertible note in excess of fair value

2 unchanged sentences

( 12,537,472 )

Net income (loss)

( 12,537,472 )

Balance – December 31, 2024

4 unchanged sentences

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

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

STATEMENTS OF CASH FLOWS

2 unchanged sentences

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest income on investments held in Trust Account

Net (loss) income

$ ( 12,537,472 )

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

Depreciation and amortization

Interest income on investments held in Trust Account

( 5,813,213 )

Change in fair value of subscription loan

Interest expense – debt discount

Changes in operating assets and liabilities:

Increase in current assets

Prepaid expenses

Subscription Receivable

Increase in current assets

Increase in current liabilities

Accounts payable and accrued expenses

Short-term loans from shareholders (net)

Increase in current liabilities

Due from Sponsor

Due to affiliate

3 unchanged sentences

Cash withdrawn from Trust Account in connection with redemptions

Cash deposited to Trust Account

( 294,687,500 )

Net cash provided by (used in) investing activities

( 294,687,500 )

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from Initial Public Offering net of underwriting fees

Proceeds from sale of private units

Repayment of promissory note - related party

Payment of offering costs

Series A Preferred stock, par value $0.0001

Additional paid in capital

Proceeds from Subscription agreement loan

Redemption of ordinary shares

( 13,781,323 )

( 284,916,127 )

Proceeds from Sponsor note

Net cash (used in) provided by financing activities

Net cash provided by (used in) financing activities

( 11,726,643 )

( 284,760,279 )

NET CHANGE IN CASH

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Non-cash investing and financing activities:

Initial value of Class A ordinary shares subject to possible redemption

$ 294,687,500

Deferred underwriting commissions payable charged to additional paid in capital

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

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

POWERUP ACQUISITION CORP.)

TO CONSOLIDATED FINANICIAL STATEMENTS

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Acquisition Corp.

(the “Company”) was incorporated as a Cayman Islands exempted company on February 9, 2021.

was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar

business combination with one or more businesses (the “Business Combination”).

Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

December 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PowerUp

Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger

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

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

Note 6 for further information.

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

Cayman Islands exempted company on February 9, 2021.

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

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

or more businesses (the “Business Combination”).

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

Aspire Biopharma Holdings, Inc.

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

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

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

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

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

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

Prior to the Business Combination

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

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

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

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

The transactions contemplated by the

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

See Note 6 for further information.

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

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

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

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

from $5 million to $1.00.

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

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

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

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

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

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

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

satisfied or waived by June 30, 2024.

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

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

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

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

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

Aspire Amendment Agreement”).

The First Aspire Amendment Agreement:

(i) adjusted the merger consideration to be consistent with

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

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

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

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

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

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

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

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at a price of $ 1.50 per Private Placement Warrant in a private placement to the Company’s original sponsor, PowerUp Sponsor LLC

(the “Original Sponsor”) generating gross proceeds of $ 13,707,500 which is described in Note 4.

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

which is described in Note 4.

Simultaneously

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

underwriting fee payable was contingent upon the consummation of a Business Combination by May 23, 2024, subject to the terms of the

underwriting agreement.

On June 28, 2023, the underwriters of the IPO, agreed to waive their entitlements to the deferred underwriting

commissions of $ 10,812,500 pursuant to the underwriting agreement for the IPO (the “Underwriting Agreement”).

$ 10,812,500 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying

consolidated financial statements (see Note 6).

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

On June 28, 2023, the underwriters of the IPO, agreed to waive their entitlements to the deferred underwriting commissions of $ 10,812,500

pursuant to the underwriting agreement for the IPO (the “Underwriting Agreement”).

As a result, $ 10,812,500 was recorded

to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying consolidated financial

statements (see Note 6).

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

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

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

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

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

or the Company’s liquidation.

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

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changes immediately.

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares

are redeemable and are classified as such on the consolidated balance sheet until such date that a redemption event takes place.

The Public Shares are redeemable and are classified as such on the consolidated balance sheet until such date that

a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

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during or after the IPO in favor of the Business Combination.

The New Sponsor (as defined below) may be deemed to be subject to this

same obligation.

Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective

of whether they vote for or against the proposed Business Combination.

The New Sponsor is subject to this same obligation.

Additionally, each

Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for

or against the proposed Business Combination.

Notwithstanding

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The New Sponsor and the Company’s

current officers and directors may be deemed to be subject to this same obligation.

May 18, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”).

the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated

Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from

May 23, 2023 to May 23, 2024 (the “Extension Amendment”).

connection with the approval of the Extension Amendment at the Extraordinary General Meeting, holders of 26,946,271 of the Company’s

ordinary shares exercised their right to redeem those shares for cash at an approximate price of $ 10.55 per share, for an aggregate of

approximately $ 284 million.

August 14, 2023, the Company was notified by Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) that the

per share redemption price for the redemption of public shares effected on May 18, 2023 should have been approximately $ 10.57 , which

is approximately $ 0.02 higher than the approximately $ 10.55 per share previously paid.

The Company made a “true-up” payment

in the amount of approximately $ 0.02 per share to the holders of record as of April 19, 2023 that exercised their right to redeem their

shares for a pro rata portion of the funds in the Trust Account.

On August 18, 2023, the Company made the true-up payment to the applicable

holders in the aggregate amount of $ 632,968 .

the Extraordinary General Meeting, on May 18, 2023, those Initial Shareholders holding all of the

issued and outstanding Class B ordinary shares of the Company elected to convert their Class B ordinary shares into Class A ordinary

shares of the Company on a one-for-one basis (the “Conversion”).

As a result, 7,187,500 of the Company’s Class B ordinary

shares were cancelled and 7,187,500 of the Company’s Class A ordinary shares were issued to converting Class B shareholders.

current officers and directors are subject to this same obligation.

May 18, 2023, the Company held an extraordinary general meeting of shareholders (the “2023 Extension Meeting”).

Extension Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and

Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2023 to

May 23, 2024 (the “2023 Extension Amendment”).

In connection with the approval of the 2023 Extension Amendment, holders of

26,946,271 of the Company’s Class A ordinary shares exercised their right to redeem those shares for cash at an approximate price

of $ 10.55 per share, for an aggregate of approximately $ 284 million.

the 2023 Extension Meeting, on May 18, 2023, those Initial Shareholders holding all of the issued and outstanding Class B ordinary shares

of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company on a one-for-one basis.

a result, 7,187,500 of the Company’s Class B ordinary shares were cancelled and 7,187,500 of the Company’s Class A ordinary

shares were issued to converting Class B shareholders.

August 14, 2023, the Company was notified by Equiniti Trust Company, LLC that the per share redemption price for the redemption of Public

Shares effected on May 18, 2023 should have been approximately $ 10.57 , which was approximately $ 0.02 higher than the approximately $ 10.55

per share previously paid.

The Company made a “true-up” payment in the amount of approximately $ 0.02 per share to the holders

of record as of April 19, 2023 that exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account.

On August 18, 2023, the Company made the true-up payment to the applicable holders in the aggregate amount of $ 632,968 .

April 13, 2023, the Company engaged J.V.B.

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The Company will

pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of business combination.

pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of a Business Combination.

On July 13, 2023, the Company amended the agreement with CCM.

As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary

shares of the Company, which is payable at the close of a Business Combination.

August 18, 2023, in connection with the closing of the transaction contemplated by the Purchase Agreement (defined below), (i) Bruce

Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell tendered their resignations as members of the board of directors

of the Company (the “Board”), (ii) Jack Tretton, Michael Olson, and Gabriel Schillinger resigned as officers of the Company,

(iii) Surendra Ajjarapu, Michael L.

Peterson, Donald G.

Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board,

(iv) Surendra Ajjarapu was appointed Chairman of the Board, and (v) Surendra Ajjarapu and Howard Doss were appointed as the Company’s

Chief Executive Officer and Chief Financial Officer, respectively.

the Company is unable to complete a Business Combination by May 23, 2024, the Company will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the

funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000

of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish

As a result of the amendment, the Company will issue to CCM 80,000 Class

A ordinary shares of the Company, which are payable at the close of a Business Combination.

August 18, 2023, in connection with the closing of the transaction contemplated by the Purchase Agreement (defined below), each then

serving director tendered their resignations as members of the board of directors of the Company (the “Board”), each then

serving executive officer resigned from their positions as officers of the Company, and new persons were appointed to serve as officers

and directors of the Company.

May 22, 2024, the Company held an extraordinary general meeting of shareholders (the “2024 Extension Meeting”).

Extension Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and

Articles of Association to extend the date by which the Company must consummate its initial Business Combination from May 23, 2024 to

February 17, 2025 (the “2024 Extension Amendment”).

In connection with the approval of the 2024 Extension Amendment, holders

of 1,226,085 of the Company’s Class A ordinary shares exercised their right to redeem those shares for cash at an approximate price

of $ 11.24 per share, for an aggregate of approximately $ 13.8 million.

connection with the 2024 Extension Meeting, the Company and the New Sponsor entered into a non-redemption agreement (the “2024

Non-Redemption Agreement”) with an unaffiliated third-party shareholder in exchange for such shareholder agreeing not to redeem

(or to validly rescind any redemption requests on) 450,000 of the Company’s Class A ordinary shares (the “2024 Non-Redeemed

Shares”) in connection with the 2024 Extension Meeting.

In exchange for the commitment not to redeem the 450,000 Non-Redeemed Shares,

the New Sponsor has agreed to transfer to such shareholder 75,000 Class A ordinary shares of the Company held by the New Sponsor and

75,000 Class A ordinary shares which will be issued to the New Sponsor upon the closing of the Company’s initial Business Combination.

The 2024 Non-Redemption Agreement increased the amount of funds that remained in the Company’s Trust Account following the 2024

Extension Meeting.

the Company is unable to complete a Business Combination by February 17, 2025, and in the absence of the Company’s shareholders

approving an additional extension to the Company’s term, the Company will (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held

in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 of

interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish

Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject

to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s

remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the requirements of

applicable law.

remaining shareholders and the Company’s Board, dissolve and liquidate, subject in each case to the requirements of applicable

Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

a Business Combination by May 23, 2024, or during any additional extension period (the “Combination Period”).

the Initial Shareholders acquired Public Shares in or after the IPO, they are entitled to liquidating distributions from the Trust Account

with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters

have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account.

In the event the

Company does not complete a Business Combination within the Combination Period, it is possible that the per share value of the residual

assets remaining available for distribution (including Trust Account assets) will be only $ 11.03 per share held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent

any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company

has discussed entering into a Business Combination, reduce the amount of funds in the Trust Account.

This liability will not apply with

respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held

in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability

for such third-party claims.

The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public

accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any

right, title, interest or claim of any kind in or to monies held in the Trust Account.

December 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PowerUp

Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger

Sub”), and Visiox .

The transactions contemplated by the Merger Agreement are intended

to serve as the Company’s initial Business Combination.

See Note 6 for further information.

of December 31, 2023, the Company had $ 0 in

its operating bank account and a working capital deficit of $ 322,105 .

As of December 31, 2023 and 2022, the Company had $ 19,901,169 and $ 299,004,083

in its trust account.

On May 18, 2023, 26,946,271

of the Company’s ordinary shares were redeemed and as of December 31, 2023, $ 19,901,169 in

securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in

connection therewith.

a Business Combination by February 17, 2025, or during any additional extension period (the “Combination Period”).

if the Initial Shareholders acquired Public Shares in or after the IPO, they are entitled to liquidating distributions from the Trust

Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account.

event the Company does not complete a Business Combination within the Combination Period, it is possible that the per share value of

the residual assets remaining available for distribution (including Trust Account assets) will be approximately $ 11.43 per share held

in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company

if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with

which the Company has discussed entering into a Business Combination, reduce the amount of funds in the Trust Account.

This liability

will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in

or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the

extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsors will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent

registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements

waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

of December 31, 2024, the Company had $ 0 in its operating bank account and a working capital deficit of $ 15,570,205 .

As of December 31,

2024 and 2023, the Company had $ 6,668,522 and $ 19,901,169 in its trust account.

On May 18, 2023, 26,946,271 of the Company’s ordinary

shares were redeemed and as of December 31, 2023, $ 19,901,169 in securities held in the Trust Account to be used for a Business Combination

or to repurchase or redeem its Ordinary Shares in connection therewith.

As of December 31, 2024 and December 31, 2023, $ 548,676 and $ 5,813,213

$ 4,316,583 of

the amount in the Trust Account are represented as Interest earned on investments held in the Trust Account,

respectively.

Company had 15 months from the closing of the IPO to consummate an initial business combination.

At the Extraordinary General Meeting,

the Company’s shareholders approved the Extension Amendment that served to extend the date by which the Company must consummate

its initial Business Combination from May 23, 2023 to May 23, 2024.

The remaining life of the Company as of December 31, 2023 is under

the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating

prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company may need to raise

additional capital through loans or additional investments from its New Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and New Sponsor may, but are not obligated to, loan the Company funds, from time to time or at

any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

the Company may not be able to obtain additional financing.

the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period

of time, which is considered to be one year from the issuance date of the consolidated financial statements.

These consolidated financial

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

might be necessary should the Company be unable to continue as a going concern.

of the amount in the Trust Account are represented as Interest earned on investments held in the Trust Account, respectively.

the consummation of a Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective

acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target

business to acquire, and structuring, negotiating and consummating the Business Combination with Aspire.

The Company completed its Business

Combination on February 17, 2025 with Aspire, and has raised sufficient capital for its operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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adopt the new or revised standard.

may make comparison of the Company’s consolidated financial statements with another public company difficult or impossible because

of the potential differences in accounting standards used.

may make the comparison of the Company’s consolidated financial statements with another public company difficult or impossible

because of the potential differences in accounting standards used.

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

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The Company did no t have any cash equivalents as of December 31, 2024 and 2023.

Held in Trust Account

December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in U.S.

and Investment Held in Trust Account

December 31, 2024 substantially all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at

a bank, and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S.

Treasury securities.

The Company’s

investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the consolidated balance

sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held

in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying consolidated statements

of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Company’s investments held in the Trust Account at December 31, 2023 are classified as trading securities.

Trading securities are

presented on the consolidated balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change

in the fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account

in the accompanying consolidated statements of operations.

The estimated fair values of investments held in Trust Account are determined

using available market information.

Costs associated with the Initial Public Offering

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Offering costs amounted

to $ 16,418,580 as a result of the Initial Public Offering consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting

fees payable, and $ 606,080 of other offering costs.

This amount was charged to shareholders’ deficit upon the completion of the

to $ 16,418,580 as a result of the IPO consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting fees payable,

and $ 606,080 of other offering costs.

This amount was charged to shareholders’ deficit upon the completion of the IPO.

Concentration

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SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds

$ 287,500,000

Fair value to Public Warrants at issuance

( 5,606,250 )

Redeemable ordinary share issuance costs

( 16,098,990 )

Remeasurement of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at December 31, 2023

( 284,916,127 )

Remeasurement of carrying value to redemption value

( 13,781,323 )

Redeemable ordinary shares subject to possible redemption at December 31, 2024

Income per Ordinary Share

(Loss) Income per Ordinary Share

Company has two classes of shares, which are referred to as Class A ordinary shares (the “Ordinary Shares”) and Class B ordinary

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SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

For year ended

December 31, 2023

December 31, 2022

Basic and diluted net income per share:

Allocation of net income

Weighted average shares outstanding

Basic and dilution net income per share

and diluted net (loss) income per share:

of net (loss) income

average shares outstanding

and diluted net (loss) income per share

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

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statements and disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses

that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other

segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the

title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing

segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently

required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures

required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted.

INITIAL PUBLIC OFFERING

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The New Sponsor

and the Company’s current officers and directors may be deemed to be subject to this same obligation.

and the Company’s current officers and directors are subject to this same obligation.

RELATED PARTY TRANSACTIONS

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for cash, securities or other property.

August 18, 2023, SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”) purchased from the Original

Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants for an aggregate purchase price of $ 1.00 ,

payable at the time of the initial Business Combination.

February 16, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO

pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and payable on the earlier of June 30, 2023

or the completion of the IPO.

As of December 31, 2021 the amount outstanding was $ 238,596 .

The Note was subsequently paid off in February

2022 after the IPO and there was no amount outstanding as of as of December 31, 2023 and 2022.

addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New

Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans

out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds

held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held

outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working

August 18, 2023, the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A ordinary shares and (y) 6,834,333 Private

Placement Warrants for an aggregate purchase price of $ 1.00 , payable at the time of the initial Business Combination.

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

certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without

interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of

the post Business Combination entity at a price of $ 1.50 per warrant.

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the

proceeds of the Trust Account released to the Company.

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

the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the

Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity

at a price of $ 1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2023 and 2022, no Working Capital Loans were outstanding.

As of December 31, 2024 and 2023,

$ 499,213 and $ 155,848 in Working Capital Loans were outstanding, respectively.

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

pursuant to which SSVK loaned an aggregate of $ 250,000

to the New Sponsor, and, in turn, the New Sponsor loaned $ 250,000

to the Company.

As of December 31, 2024 and 2023, there was

and $ 155,848

in borrowings under the agreement, respectively.

The debt discount

is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the

Company’s expected Business Combination date at the time of each draw.

The remaining balance of the debt discount as of December

31, 2024 and 2023 amounted to $ 33,491

and $ 143,464 , respectively.

During the year ended December

31, 2024 and 2023, the Company recorded $ 425,436

and $ 8,966 ,

respectively, of interest expense related to the amortization of the debt discount.

January 9, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (“Apogee”),

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

January 10, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (“Sheth”),

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

December 3, 2024, the Company entered into a second Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (“Apogee

2”), pursuant to which Apogee 2 loaned an aggregate of $ 50,000 to the New Sponsor and the New Sponsor loaned $ 50,000 to the Company.

of December 31, 2024, there was $ 465,722 in

aggregate borrowings under the Loan and Transfer Agreements with Apogee and Sheth.

The debt discount is being amortized to interest

expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s expected

Business Combination date at the time of each draw.

The remaining balance of the debt discount as of December 31, 2024 amounted to

During the year ended December 31, 2024, the Company recorded $ 425,436 of

interest expense related to the amortization of the debt discount.

to ASC 470, the Company recorded the fair value of the loan and transfer liability on the consolidated balance sheets using the relative

fair value method and the related amortization of the debt discount on its consolidated statements of operations.

The initial fair value

of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model (“PWERM”).

March 5, 2024, the Company entered into four separate Subscription Agreements (each, a “First Subscription Agreement”) with

the New Sponsor, Visiox, VKSS Capital, LLC, an affiliate of, and an entity under common control with, the New Sponsor (the “Affiliate”),

and four separate investors (each, an “Investor”), whereby the Investors collectively contributed to New Sponsor a total

of $ 1,000,000 (the “First Contribution”).

The New Sponsor utilized the First Contribution to support the Company’s

previously anticipated business combination with Visiox by funding certain obligations to Visiox pursuant to the Secured Convertible

Promissory Note, dated December 1, 2023, issued by Visiox to the New Sponsor (the “Visiox Convertible Note”) (together, all

loans and advances, the “March Loan”).

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

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

total of $ 500,000 (the “Second Contribution”) and, in turn, the New Sponsor loaned $ 500,000 to the Company (the “May

At December 31, 2024, approximately $ 500,000 was funded on the May Loan.

Company analyzed its First Subscription Agreements and Second Subscription Agreements under ASC 480 “Distinguishing Liabilities

from Equity” and ASC 815 “Derivatives and Hedging” and concluded that bifurcation of a single derivative that comprises

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

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

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

sheets using the relative fair value method.

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

Scholes and Probability Weighted Expected Return Model.

Administrative

4 unchanged sentences

respectively, of expenses under this arrangement.

and Transfer Agreement

December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company,

the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to which the Lender loaned an aggregate of $ 250,000

(the “Funded Amount”) to the Sponsor (the “Sponsor Loan”) and the Sponsor loaned $ 250,000

to the Company (the “SPAC Loan”).

As of December 31, 2023 and December 31, 2022, there was $ 155,848

in borrowings under the agreement, respectively (see note 6).

The Company analyzed its Loan and Transfer Agreements under ASC 480 “Distinguishing

Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and concluded that bifurcation of a single derivative

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

through 25-10.

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

under ASC 470 “Debt”.

As of December 31, 2023, the Sponsor received an aggregate of $ 155,848 under the Loan and Transfer Agreement

of which $ 155,848 was funded to the Company.

The amounts received under the Loan and Transfer Agreement were recorded as a Loan and Transfer

Liability on the accompanying consolidated balance sheets.

The debt discount is being amortized to interest expense as a non-cash

charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date

at the time of each draw.

During the year ended December 31, 2023, the Company recorded $ 8,966 of interest expense related to the amortization

of the debt discount.

The remaining balance of the debt discount as of December 31, 2023 amounted to $ 143,464 .

Pursuant to ASC 470, the Company recorded the fair value of the loan and

transfer liability on the consolidated balance sheets using the relative fair value method and the related amortization of the debt discount

on its consolidated statements of operations.

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

Scholes and Probability Weighted Expected Return Model.

of December 31, 2023 and 2022, $ 238,939 and $ 122,689 , respectively, has been accrued and shown as ‘Due to affiliate’ in the

accompanying consolidated balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

of December 31, 2024 and 2023, $ 358,939 and $ 238,939 , respectively, have been accrued and shown as ‘Due to affiliate’ in

the accompanying consolidated balance sheet for the administrative services fees described above and a residual balance due from IPO

The amount is due to New Sponsor and will be repaid as soon as practical from the Company’s operating account .

14 unchanged sentences

In addition, the underwriters were originally entitled to a deferred

underwriting commissions of $ 0.35 per unit, or $ 10,062,500 from the closing of the IPO.

underwriting commission of $ 0.35 per unit, or $ 10,062,500 from the closing of the IPO.

The total deferred fee was $ 10,812,500 consisting

8 unchanged sentences

Non-Redemption

Original Sponsor entered into Non-Redemption Agreements with various shareholders of the Company (the “Non-Redeeming Shareholders”),

pursuant to which these shareholders agreed not to redeem a portion of their shares of Company ordinary shares (the “Non-Redeemed

Shares”) solely in connection with the extraordinary general meeting of shareholders held on May 18, 2023, but such shareholders

retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination.

The Original Sponsor agreed to transfer to such Non-Redeeming Shareholders an aggregate of 750,000 the Founder Shares held by the Original

Sponsor immediately following the consummation of an initial Business Combination.

The Company estimated the aggregate fair value of

such 750,000 Founder Shares transferrable to the Non-Redeeming Shareholders pursuant to the Non-Redemption Agreement to be $ 118,298 or

approximately $ 0.15 per share.

The fair value was determined using the probability of a successful Business Combination of 5 %, a volatility

of 1.6 %, a discount for lack or marketability of 4.14 %, and the average value per shares as of the valuation date of $ 10.51 derived from

an option pricing model for publicly traded warrants.

Each Non-Redeeming Shareholder acquired from the Original Sponsor an indirect economic

interest in such Founder Shares.

The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance

with Staff Accounting Bulletin Topic 5A.

Accordingly, in substance, it was recognized by the Company as a capital contribution by the

Original Sponsor to induce these Non-Redeeming Shareholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional

paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

July 14, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SRIRAMA Associates, LLC, a Delaware

limited liability company (the “New Sponsor”) and PowerUp Sponsor LLC (the “Original Sponsor”), pursuant to which

the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants,

free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February 22, 2022, by and among

the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement, dated February 17, 2022, by and between

SPAC and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriting Agreement”)), for

an aggregate purchase price of $ 1.00 payable at the time of the initial Business Combination.

On August 18, 2023, the parties to the

Purchase Agreement closed the transactions contemplated thereby.

April 13, 2023, the Company engaged J.V.B.

Financial Group, LLC, acting through its Cohen & Company Markets division (“CCM”)

to act as its capital markets advisor in connection with seeking an extension for completing a Business Combination.

The Company will

pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which is payable at the close of Business Combination.

Original Sponsor entered into non-redemption agreements (the “2023 Non-redemption Agreements”) with various shareholders

of the Company (the “2023 Non-Redeeming Shareholders”), pursuant to which these shareholders agreed not to redeem a portion

of their Class A ordinary shares (the “2023 Non-Redeemed Shares”) solely in connection with the 2023 Extension Meeting, but

such shareholders retained their right to require the Company to redeem such 2023 Non-Redeemed Shares in connection with the closing

of an initial Business Combination.

The Original Sponsor agreed to transfer to such 2023 Non-Redeeming Shareholders an aggregate of 750,000

the Founder Shares held by the Original Sponsor immediately following the consummation of an initial Business Combination.

estimated the aggregate fair value of such 750,000 Founder Shares transferrable to the 2023 Non-Redeeming Shareholders pursuant to the

non-redemption agreements to be $ 118,298 or approximately $ 0.15 per share.

The fair value was determined using the probability of a successful

Business Combination of 5 %, a volatility of 1.6 %, a discount for lack or marketability of 4.14 %, and the average value per shares as

of the valuation date of $ 10.51 derived from an option pricing model for publicly traded warrants.

Each 2023 Non-Redeeming Shareholder

acquired from the Original Sponsor an indirect economic interest in such Founder Shares.

Company and the New Sponsor entered into the 2024 Non-Redemption Agreement with an unaffiliated third-party shareholder (the “2024

Non-Redeeming Shareholder”) in exchange for such shareholder agreeing not to redeem (or to validly rescind any redemption requests

on) 450,000 2024 Non-Redeemed Shares in connection with the 2024 Extension Meeting.

In exchange for the commitment not to redeem the

450,000 2024 Non-Redeemed Shares, the New Sponsor has agreed to transfer to such shareholder 75,000 Class A ordinary shares of the Company

held by the New Sponsor and 75,000 Class A ordinary shares which will be issued to the New Sponsor upon the closing of the Company’s

initial Business Combination.

The Company estimated the aggregate fair value of such 150,000 Founder Shares transferrable to the 2024

Non-Redeeming Shareholder pursuant to the non-redemption agreements to be $ 784,302 .

The fair value was determined using the probability

of a successful Business Combination of 50 %, a discount for lack or marketability of 5.16 %, and the average value per shares as of the

valuation date of $ 11.81 derived from an option pricing model for publicly traded warrants.

The 2024 Non-Redeeming Shareholder acquired

from the New Sponsor an indirect economic interest in such Founder Shares.

excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic

Accordingly, in substance, it was recognized by the Company as a capital contribution by the New Sponsor to induce these 2023 Non-Redeeming

Shareholders and 2024 Non-Redeeming Shareholder not to redeem the 2023 Non-Redeemed Shares and 2024 Non-Redeemed Shares, with a corresponding

charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

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

Sponsor, pursuant to which the New Sponsor purchased from the Original Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333

private placement warrants, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February

22, 2022, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement), for an aggregate

purchase price of $ 1.00 payable at the time of the initial Business Combination.

On August 18, 2023, the parties to the Purchase Agreement

closed the transactions contemplated thereby.

April 13, 2023, the Company engaged CCM to act as its capital markets advisor in connection with seeking an extension for completing

a Business Combination.

The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares of the Company which

is payable at the close of Business Combination.

On July 13, 2023, the Company amended the agreement with CCM.

As a result of the amendment, the Company will pay CCM 80,000 Class A ordinary

shares of the Company, which is payable at the close of a Business Combination.

The fair value of the equity shares at the grant date

which will be determined upon the consummation of a Business Combination.

December 26, 2023, the Company entered into an Agreement and Plan of Merger by and among PowerUp, PowerUp Merger Sub Inc., a Delaware

corporation and wholly owned subsidiary of PowerUp (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability

company (the “Sponsor”), Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox”), and Ryan Bleeks, in

the capacity as the seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”).

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

continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of

Visiox shall be exchanged for shares of common stock, par value $ 0.0001 per share, of PowerUp (the “Share Exchange”) subject

to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly owned subsidiary of PowerUp.

to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp will migrate out of

the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the

DGCL and Part XII of the Cayman Islands Companies Act.

In connection with the Domestication, each issued and outstanding pre-Domestication

preferred share, each issued and outstanding pre-Domestication Class A ordinary share, each issued and outstanding pre-Domestication

Class B ordinary share, each issued and outstanding pre-Domestication private warrant, each issued and outstanding pre-Domestication

public warrant, and each issued and outstanding pre-Domestication unit shall automatically convert, one a one-for-one basis, into one

share of Company Preferred Stock, one share of Company Class A Common Stock, one share of Company Class B Common Stock, one Company Private

Warrant, one Company Public Warrant, and one Company Public Unit, respectively.

Immediately following the Domestication, (i) each share

of Company Class B Common Stock shall convert automatically, on a one-for-one basis, into one share of Company Class A Common Stock,

(ii) the Company Class A Common Stock will be reclassified as Company Common Stock, and (iii) each Company Public Unit will be separated

into shares of Company Common Stock and Company Public Warrants.

Consideration

consideration for the Merger, the holders of Visiox’s securities collectively shall be entitled to receive from the Company, in

the aggregate, a number of shares of Company Common Stock with an aggregate value equal to the Merger Consideration.

Under the Merger

Agreement, “Merger Consideration” means (a) $80,000,000 less (b) the amount by which Net Working Capital at Closing is less

than $0, if any, less (c) Company Transaction Expenses, less (d) Company Indebtedness at Closing, less (e) the product of (i) the number

of Rollover RSUs, multiplied by (ii) $10.00.

Capitalized terms used herein have the meanings assigned in the Merger Agreement.

addition, holders of Visiox’s securities and the Sponsor shall also have the contingent right to receive from the Company, in the

aggregate, an additional 6,000,000 shares of Company Common Stock as follows:

the event the first commercial sale of Omlonti (omidenepag isopropyl ophthalmic solution) 0.002 % occurs within twelve (12) months

of the Closing Date, then, subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of

the Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall

be issued 1,000,000 Earnout Shares (the “Launch Earnout Share Payment”).

in the first fiscal year following the Company Stockholders and Sponsor earning the Launch Earnout Share Payment (the

“$ 12.50 Earnout Eligibility Date”), in the event that the VWAP of the Company Common Stock equals or exceeds

$ 12.50 per share (the “First Share Price Target”) for 20 out of any 30 consecutive Trading Days during the period

beginning on the Closing Date and ending on the 36-month anniversary of the Closing Date (such period the “Earnout

Period”), and subject to the terms and conditions of the Merger Agreement, the Company shall issue to each of the

Company Stockholders such Company Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall

be issued 1,000,000 Earnout Shares (the “$ 12.50 Earnout Share Payment”).

the event the First Share Price Target was achieved prior to the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout

Share Payment shall be earned on the $ 12.50 Earnout Eligibility Date.

In the event the First Share Price Target was achieved

on or after the $ 12.50 Earnout Eligibility Date, the $ 12.50 Earnout Share Payment shall be earned on the date on which

the First Share Price Target was achieved.

No $ 12.50 Earnout Share Payment shall be earned if the $ 12.50 Earnout Eligibility

Date is a date later than the end of the Earnout Period.

in the first fiscal year following the Company Stockholders and Sponsor earning the $ 12.50 Earnout Share Payment (the “$ 15.00

Earnout Eligibility Date”), in the event that the VWAP of the Company Common Stock equals or exceeds $ 15.00 per share

(the “Second Share Price Target”) for 20 out of any 30 consecutive Trading Days during Earnout Period, and subject to

the terms and conditions of the Merger Agreement, the Company shall issue to each of the Company Stockholders such Company

Stockholder’s Pro Rata Share of 1,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares (the

“$ 15.00 Earnout Share Payment”).

the event the Second Share Price Target was achieved prior to the $ 15.00 Earnout Eligibility Date, the $ 15.00 Earnout Share Payment

shall be earned on the $ 15.00 Earnout Eligibility Date.

In the event the Second Share Price Target was achieved on or after the $ 15.00

Earnout Eligibility Date, the $ 15.00 Earnout Share Payment shall be earned on the date on which the Second Share Price Target was

No $ 15.00 Earnout Share Payment shall be earned if the $ 15.00 Earnout Eligibility Date is a date later than the end of

the Earnout Period.

and Transfer Agreement

connection with the execution of the Merger Agreement, o n December 21, 2023, the Company entered

into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the “Lender”), pursuant to

which the Lender loaned an aggregate of $ 250,000 (the “Funded Amount”) to the Sponsor (the “Sponsor Loan”) and

the Sponsor loaned $ 250,000 to the Company (the “SPAC Loan”).

The Sponsor Loan accrues interest at 8 % per annum and the SPAC

Loan does not accrue interest.

The Company is not responsible for the payment of any interest on the Sponsor Loan and is only required

to repay the principal amount of the SPAC Loan upon the completion of the Company’s initial business combination.

The Funded Amount,

together with all accrued and unpaid interest thereon, shall be repaid by the Sponsor within five days of the closing of the Company’s

initial business combination, at the option of the Lender, in either (a) cash;

or (b) Class A ordinary shares of the Company held by

the Sponsor, at the rate of one (1) Class A ordinary share for each $ 10.00 of converted principal and interest.

As additional consideration

for the Lender making the Sponsor Loan available to the Sponsor, the Sponsor agreed to transfer one (1) Class A ordinary share of the

Company to the Lender for each $1.00 multiple of the Funded Amount, which included the registration rights previously provided by the

Company to the Sponsor.

As a result of the amendment,

the Company will pay CCM 80,000 Class A ordinary shares of the Company, which is payable at the close of a Business Combination.

fair value of the equity shares at the grant date which will be determined upon the consummation of a Business Combination.

Agreement with Visiox

December 26, 2023, the Company entered into the Visiox Merger Agreement with PowerUp Merger Sub Inc., the New Sponsor, Visiox, and Ryan

Bleeks, in the capacity as the seller representative.

Pursuant to the Visiox Merger Agreement, among other things, the parties intended

to effect the merger of PowerUp Merger Sub Inc.

with and into Visiox, with Visiox continuing as the surviving entity (the “Visiox

Merger”), as a result of which all of the issued and outstanding capital stock of Visiox were to be exchanged for shares of common

stock of PowerUp (the “Visiox Share Exchange”) subject to the conditions set forth in the Visiox Merger Agreement, with Visiox

surviving the Visiox Share Exchange as a wholly owned subsidiary of PowerUp.

to the closing date, and subject to the satisfaction or waiver of the conditions of the Visiox Merger Agreement, PowerUp was to migrate

out of the Cayman Islands and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman

Islands Companies Act.

Agreement with Visiox

June 6, 2024, the parties to the Visiox Merger Agreement entered into the Amendment Agreement.

The Amendment Agreement extended the Outside

Date (as defined in the Visiox Merger Agreement) from May 31, 2024 to June 30, 2024, increased the Company’s indebtedness cap from

$ 1 million to $ 2 million, eliminated the requirement that the Company have net tangible assets of at least $ 5,000,001 at the time of

the closing, and reduced the Minimum Cash Condition (as defined in the Visiox Merger Agreement) from $5 million to $1.00.

Additionally,

the Amendment Agreement added three new covenants, which required Visiox to (i) use its best commercial efforts to complete all labeling

and compliance requirements necessary to distribute its current product inventory to the extent reasonably acceptable to Visiox no later

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

June 30, 2024, and (iii) from May 30, 2024 until immediately following the closing, not make any expenditures in excess of $1,000 without

the express approval of the Company, with the exception of ordinary payroll processing.

of Merger with Visiox

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

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

satisfied or waived by June 30, 2024.

Agreement with Aspire

August 26, 2024, the Company entered into the Aspire Merger Agreement with Merger Sub, the New Sponsor, Stephen Quesenberry, in the capacity

as the seller, and Aspire.

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

initial Business Combination.

Agreements with Aspire

September 5, 2024, and in connection with the due diligence process, the parties entered into the First Aspire Amendment Agreement.

First Aspire Amendment Agreement:

(i) adjusted the Merger Consideration (as defined in the Aspire Merger Agreement) to be consistent

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

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

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

of the proposed business combination, and (iii) provided additional time for the parties to deliver disclosure schedules and conduct

due diligence reviews.

October 9, 2024, and in connection with the due diligence process, the parties entered into the Second Aspire Amendment Agreement, which

provided additional time for the parties to deliver disclosure schedules and conduct due diligence reviews.

Promissory Note

December 1, 2023, Visiox issued Sponsor a secured convertible promissory note (“Visiox Convertible Note”) in the principal

amount of up to $ 2,000,000 .

The Visiox Convertible Note accrues simple interest at a rate of 15 % per annum, computed on the basis of

the actual number of days elapsed and a year of 365 days.

All then outstanding principal, together with any then unpaid and accrued interest

and other amount payable under the Visiox Convertible Note shall be due and payable at the earlier of (i) when requested in writing by

the Sponsor on or after November 30, 2024 (the “Maturity Date”) or (ii) when, upon the occurrence and during the continuance

of an Event of Default, such amounts become due and payable in accordance with the terms of the Visiox Convertible Note.

The Visiox Convertible

Note may not be prepaid without the consent of the Sponsor.

Services Agreement

Company shall (a) on behalf Visiox, pay $ 2.0 million to the Sponsor for advisory services (the “ Advisory Fee ”)

and (b) on behalf of the Company, issue the Sponsor 2,000,000 shares of Company Common Stock as partial consideration for the Sponsor

entering into the Company Convertible Notes;

and (c) issue the Sponsor up to 1,000,000 shares of Company Common Stock as partial consideration

for the Sponsor entering into Working Capital Loans, such exact number to be the actual dollar amount of principal loaned.

October 2, 2024, the Company entered into a Promissory Note Fee Agreement with Sponsor (the “Promissory Note

Fee Agreement”).

Pursuant to the Promissory Note Fee Agreement, the Company and Sponsor agreed that Sponsor took a significant

risk on behalf of the Company by entering into the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee,

and that Sponsor should be compensated for that risk despite the termination of the right to receive the Original Promissory Note Fee

as a result of the termination of the Visiox BCA.

As consideration for the foregoing, the Company agreed to pay Sponsor a modified promissory

note fee of $ 1,000,000 (the “Modified Promissory Note Fee”) upon the successful closing of a business combination between

the Company and Aspire Biopharma, Inc., a Puerto Rico corporation.

Subscription Agreement

December 18, 2024, and effective December 13, 2024, the Company entered into (i) a subscription agreement (the

“Blackstone Subscription Agreement”), (ii) a promissory note (the “Blackstone Note”), and (iii) a

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

(“Blackstone”), an entity

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

agreements, collectively, the “Blackstone Transaction”).

Pursuant to the terms of the Blackstone Transaction, Blackstone

may loan up to an aggregate principal amount of $ 500,000

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

As of the date of this Current Report on Form 8-K, the aggregate principal amount loaned equals $ 264,142.05 .

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

1, 2025 or (ii) the date that the Company receives gross proceeds of at least $ 5,000,000

in an offering of its debt or equity securities.

The principal amount of the Blackstone Note bears interest at a rate per annum of

ten percent ( 10 %).

Interest will be due and payable on the maturity date.

Additionally, the Company will pay Blackstone an exit fee equal to ten

percent ( 10 %)

of the principal amount and accrued interest on the maturity date.

Upon the closing of the Business Combination, the Sponsor will

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

“Commitment Shares”).

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

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

Agreement), if any.

Blackstone Subscription Agreement, Blackstone Note, and RRA contain customary representations, warranties, agreements, indemnification

rights and obligations of the parties.

The Company offered and will issue the securities in reliance upon the exemptions from registration

contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

foregoing descriptions of the Blackstone Subscription Agreement, Blackstone Note, and RRA are qualified in their entirety by reference

to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and each of

which is incorporated herein in its entirety by reference.

The representations, warranties and covenants contained in such agreements

were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements

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

SHAREHOLDERS’ DEFICIT

4 unchanged sentences

A ordinary shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2023 and 2022, there were 7,187,500 and no Class A ordinary shares, respectively, issued and outstanding (excluding

1,803,729 and 28,750,000 Class A ordinary shares subject to possible redemption, respectively).

As of December 31, 2024 and 2023, there were 7,187,500 Class A ordinary shares issued and outstanding (excluding 577,644 and 1,803,729

Class A ordinary shares subject to possible redemption, respectively, as of December 31, 2024 and 2023).

B ordinary shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each Class B ordinary share.

As of December 31, 2023 and 2022, there

were 0 and 7,187,500 Class B ordinary shares outstanding, none of which were subject to forfeiture at the time.

As of December 31, 2024 and 2023, there were 0 Class B ordinary shares outstanding.

there are any Class B ordinary shares outstanding at the time of the initial Business Combination, such shares will automatically convert

77 unchanged sentences

Public Warrants on IPO.

The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility,

expected term, risk-free interest rate and dividend yield.

The expected volatility as of the IPO closing date was derived from observable

public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020 and 2021.

The risk-free interest

rate is based on the interpolated U.S.

The key assumptions in the option pricing model utilized are assumptions related to expected share-price

volatility, expected term, risk-free interest rate and dividend yield.

The expected volatility as of the IPO closing date was

derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020

The risk-free interest rate is based on the interpolated U.S.

Constant Maturity Treasury yield.

The expected term of the warrants is assumed to be six months

until the close of a Business Combination, and the contractual five-year term subsequently.

The dividend rate is based on the historical

rate, which the Company anticipates to remain at zero.

following table provides quantitative information regarding fair value measurements at issuance on February 23, 2022:

SCHEDULE OF QUANTITATIVE INFORMATION REGARDING FAIR VALUE MEASUREMENTS INPUTS

Private warrant

Exercise Price

Redemption Trigger Price

Risk Free Rate

Dividend Yield

fair value of the Public Warrants as of February 23, 2022 was $ 0.39 .

As of December 31, 2023, the Company had 14,375,000 Public Warrants

and 9,763,333 Private Warrants outstanding, respectively.

The expected term of the

warrants is assumed to be six

months until the close of a Business Combination, and the contractual five-year

5 term subsequently.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

FAIR VALUE MEASUREMENTS

14 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

December 31, 2023 and 2022, the assets held in the Trust Account were held in treasury funds.

All of the Company’s investments

held in the Trust Account are classified as trading securities.

December 31, 2024 the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank and at December

31, 2023, the assets held in the Trust Account were held in treasury funds.

At December 31, 2023 the Company’s investments held

in the Trust Account are classified as trading securities.

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

10 unchanged sentences

Investment held in Trust Account

Subscription Agreement loan

Loan and Transfer notes payable

Quoted Prices in

6 unchanged sentences

Investment held in Trust Account

$ 299,004,083

discussed in Note 6, the fair values of the subscription liabilities related to advances made to, or on behalf of the Company under such

agreements, are classified and accounted for as a financial liability of which will be measured at fair value on a recurring basis (one

of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or

at fair value under the fair value option in ASC 825-10).

Financial Liabilities are valued under a PWERM which fair values repayable capital investment and used a Black Scholes Model that fair

values the conversion features within the convertible debt.

The PWERM is a multistep process in which value is estimated based on the

probability-weighted present value of various future outcomes.

The estimated fair value of the Financial Liabilities Component is determined

using Level 3 inputs.

Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free

interest rate.

key inputs of the models used to value the Company’s Subscription Agreement loan were:

OF SUBSCRIPTION FINANCIAL LIABILITIES

Term Remaining

Risk-Free Rate

change in the fair value of Subscription Agreement loans measured using Level 3 inputs is summarized as follows:

OF FAIR VALUE OF FINANCIAL LIABILITIES

Initial Subscription Agreement loans at March 5, 2024

Initial Financial Liabilities - SPAC loans

Change in fair value

Subscription Agreement loans at December 31, 2024

Financial Liabilities - SPAC loans

discussed in Note 5, the Company fair values the Loan and Transfer notes payable are classified and accounted for as a financial liability

of which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis

under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10);

Financial Liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable

capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt.

a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes.

The estimated

fair value of the Financial Liabilities Component is determined using Level 3 inputs.

Inherent in the pricing models are assumptions

related to expected share-price volatility, expected life and risk-free interest rate.

There were no draws for the year ended December

therefore, no valuation was required.

key inputs of the models used to value the Company’s Loan and Transfer notes payable as of December 31, 2024 were:

OF LOAN AND TRANSFER NOTE PAYABLE

Term Remaining

Risk-Free Rate

change in the fair value of Loan and Transfer notes payable measured using Level 3 inputs, for December 31, 2024 is summarized as follows:

OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE

Loan and Transfer notes payable at December 31, 2023

Change in fair value

Loan and Transfer notes payable at December 31, 2024

SEGMENT INFORMATION

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information

about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components

of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating

decision maker, or group, in deciding how to allocate resources and assess performance.

Company’s chief operating decision maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the

assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing

financial performance.

Accordingly, management has determined that there is only one reportable segment.

CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the

statement of operations as net loss.

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

When evaluating

the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included

in net loss and total assets, which include the following:

SCHEDULE OF SEVERAL KEY METRICS INCLUDED IN NET

LOSS AND TOTAL ASSETS

Trust Account

For the Year Ended December 31, 2024

For the Year Ended December 31, 2023

General and administrative expenses

Interest earned on the Trust Account

CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available

to complete a business combination or similar transaction within the business combination period.

The CODM also reviews general and administrative

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

and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a

regular basis.

other segment items included in net loss are reported on the statement of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

1 unchanged sentence

financial statements were available to be issued.

Other than described below, there have been no events that have occurred that

would require adjustments to the disclosures of the consolidated financial statements.

On January 9, 2024, the

Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Apogee

(“Apogee”) , pursuant to which the Apogee loaned an aggregate of $ 50,000

to the Sponsor

and the Sponsor loaned $ 50,000

to the Company.

On January 10, 2024, the

Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which

the lender loaned an aggregate of $ 150,000

to the Sponsor and the Sponsor loaned $ 150,000

to the Company.

On March 5, 2024, the Company entered

into Subscription Agreements with four investors who agreed to contribute to the Sponsor an aggregate of $ 1,000,00 to support the Company’s

de-SPAC transaction.

The Company has certain obligations under Subscription Agreements, including to issue shares of its Class

A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the

Other than described below, there have been no events that have occurred that would

require adjustments to the disclosures of the consolidated financial statements.

further described in Note 1, on February 17, 2025, the Company completed its Business Combination with Aspire.

BIOPHARMA, INC.

31, 2024 & DECEMBER 31, 2023

INDEPENDENT AUDITOR’S REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENT OF OPERATIONS

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

all Board of Directors and Shareholders

Biopharma Inc.

ON THE CONSOLIDATED FINANCIAL STATEMENTS

have audited the accompanying consolidated balance sheets of Aspire Biopharma Inc.

(the “company”) as of December

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

31, 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of Aspire Biopharma Inc as of December 31, 2024, and the results of

its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

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

Our responsibility is to express an opinion on these financial

statements based on our audits.

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

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

federal securities

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

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

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

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

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

As part of our audit

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

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

Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

ABILITY TO CONTINUE AS A GOING CONCERN

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

As discussed in Note

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

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

AUDIT MATTERS

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

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

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

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

We determined that there are no critical audit

& Associates CPA LLC

have served as the Company’s auditor since 2024.

ID Number 6797

BIOPHARMA, INC.

BALANCE SHEETS

December 31, 2024

December 31, 2023

Current Assets:

CURRENT ASSETS

Prepaid Expenses

Subscriptions Receivable

Total Current Assets

LIABILITIES AND STOCKHOLDERS EQUITY:

Current Liabilities:

CURRENT LIABILITIES

Accounts Payable

Short-term loans from shareholders

Other Current Liabilities

Total Current Liabilities

Total Liabilities

TOTAL LIABILITIES

Stockholders’ Equity:

SHAREHOLDERS’ DEFICIT

Series A Preferred stock, par value $ 0.0001 , 25,000,000 shares authorized, 322,059 outstanding

Common stock, par value $ 0.00005 , 750,000,000 shares authorized, 440,000,000 outstanding

Additional paid-in-capital

Accumulated Deficit

( 2,777,233 )

( 1,467,361 )

( 1,540,088 )

Total shareholders’ deficit

( 1,540,088 )

TOTAL LIABILITIES AND EQUITY

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

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

BIOPHARMA, INC.

STATEMENT OF OPERATIONS

YEAR ENDING DECEMBER 31

FOR THE YEAR ENDING

Gross Receipts

COST OF REVENUE

Cost of goods sold

Total cost of revenue

OPERATING EXPENSES

Research and development

Marketing and sales

General and administrative

General and administrative expenses

Total operating expenses

OTHER INCOME (EXPENSE)

Other income (expense):

Interest expense, net of interest income

Interest expense – debt discount

Total other income (expense)

Total other income, net

Net gain/(loss) before income tax provision

( 1,308,859 )

Provision for Income Taxes

NET GAIN (LOSS)

$ ( 1,309,872 )

$ ( 359,070 )

Net (loss) income

( 1,309,872 )

Loss per share - basic and diluted

Weighted average number of shares outstanding - basic and diluted

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

BIOPHARMA, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDING DECEMBER 31, 2024 AND 2023

Balance - December 31, 2023

$ ( 1,467,361 )

$ ( 487,861 )

Issuance of common stock for cash

Issuance of preferred stock for cash

Net (loss) gain for the period

( 1,309,872 )

Balance -December 31, 2024

$ ( 2,777,233 )

$ ( 1,540,088 )

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

BIOPHARMA, INC.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDING

OPERATING ACTIVITIES:

Cash Flows from Operating Activities:

$ ( 1,309,872 )

$ ( 359,070 )

to reconcile net loss to net cash flow

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

Depreciation and amortization

Increase in current assets

Prepaid expenses

Subscription Receivable

Increase in current assets

Increase in current liabilities

Accounts payable and accrued liabilities

Short-term loans from shareholders (net)

Increase in current liabilities

Net cash flow (used in) / provided by operating activities

Net cash used in operating activities

INVESTING ACTIVITIES:

Cash Flows from Investing Activities:

Net cash flow provided

by investing activities

Net cash provided by (used in) investing activities

FINANCING ACTIVITIES:

Cash Flows from Financing Activities:

Series A Preferred stock, par value $0.0001

Additional paid in capital

Net cash flow provided

by financing activities

Net cash used in by financing activities

Net (decrease) increase in cash

NET CHANGE IN CASH

Cash at beginning of period

Cash at end of period

CASH, BEGINNING OF THE PERIOD

CASH, END OF THE PERIOD

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for income taxes

Supplemental disclosure of cash flow information:

Note Payable addition from OID

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

BIOPHARMA, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Biopharma Inc.

(the “Company”) was incorporated in Puerto Rico on September 28, 2021.

The Company’s address is 194

Candelaro Drive, Suite 223, Humacao, PR, 00791 and our website is www.aspirebiolabs.com.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America.

Company identified errors in its accounting for historical common stock equity issuances.

Specifically, the Company originally recorded

the par value at $ 0.01 when the correct par value is $ 0.001 i.e $ 0.00005 post-split par value.

The errors resulted in a $ 199,500 overstatement

of common stock par value, and a corresponding understatement of additional paid in capital.

In addition, the company overstated common

shares outstanding by three million shares ( 150,000 pre-20 for 1 split that was effective on May 19, 2023) in its 2023 and 2022 financial

statements due to a discrepancy in one subscription agreement.

effect of the restatement of the Balance Sheets for December 31, 2023, is as follows:

SCHEDULE OF RESTATEMENT CONSOLIDATED FINANCIAL STATEMENTS

As Previously Reported

Effect of the

December 31, 2023

Current Assets:

Prepaid Expenses

Total Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Current Liabilities:

Accounts Payable

Short-term loans from shareholders

Other Current Liabilities

Total Current Liabilities

Total Long-Term Liabilities

Total Liabilities

Stockholders Equity:

Common stock - Par Value $ 0.001

Additional paid-in-capital

Accumulated Deficit

( 1,467,361 )

TOTAL LIABILITIES AND EQUITY

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amount of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception,

which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk

of loss in value.

receivables are recorded at the invoice amount and do not bear interest.

and Equipment

Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the

assets, generally from three to seven years.

Upon sale or disposal of property and equipment, the related asset cost and accumulated

depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations.

Intangible Assets

intangible assets established in connection with business combinations consist of trade secrets, patents, proprietary methodologies,

commercial and scientist relationships, R&D, trademarks, and brand equity.

These assets are not yet separately valued in the financial

As such, the assets were not assigned useful lives as those were not determinable at the time those assets were acquired

and recorded.

However, as part of the merger process, the company plans to complete a valuation exercise to determine the asset fair

value as well as the allocation for all intangible assets.

The impairment test for identifiable indefinite-lived intangible assets consists

of a comparison of the estimated fair value of the intangible asset with its carrying value.

If the carrying value exceeds its fair value,

an impairment loss is recognized in an amount equal to that excess.

With the acquisition of Instaprin Pharmaceutical, Inc.’s assets

on March 28, 2022 the Company added a value of $ 4,844,982 in patents and trademarks to its balance sheet (see Note 7 below).

of December 31, 2024, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is

Company applies Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 606, Revenue from Contracts

with Customers (ASC 606).

ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from

contracts with customers and supersedes all of the existing revenue recognition guidance.

This standard requires an entity to recognize

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

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

ASC 606 requires us to identify distinct performance obligations.

A performance

obligation is a promise in a contract to transfer a distinct good or service to the customer.

When distinct performance obligations exist,

the Company allocates the contract transaction price to each distinct performance obligation.

The standalone selling price is used to

allocate the transaction price to the separate performance obligations.

The Company recognizes revenue when, or as, the performance obligation

is satisfied.

revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured,

provided title and risk of loss is transferred to the customer.

Most of our shipping and handling costs are built into the transaction

price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling

costs incurred are included in cost of sales.

Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have

not engaged any agents at this time.

Currently, we have not recognized any revenues under the agent considerations.

is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration

to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of

and discounts or allowances.

Shipping costs paid by the customer are included in revenue.

recognition is evaluated through the following five-step process:

1.identification

of the contract with a customer;

2.identification

off the performance obligations in the contract;

3.determination

of the transaction price;

of the transaction price to the performance obligations in the contract;

5.recognition

of revenue when or as a performance obligation is satisfied.

steps are met when an order is received, a price agreed and the product shipped or delivered to that customer.

Concentration

the Company is in a pre-revenue stage, there is no concentration of revenue for the twelve months ended December 31, 2024 and December

Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”.

The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences

of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit

carry forwards.

Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect

when the differences are expected to reverse.

The Company records a valuation allowance to reduce deferred tax assets to the amount that

is believed more likely than not to be realized.

For the periods ending December 31, 2024 and December 31, 2023, the Company did not

have any amounts recorded pertaining to uncertain tax positions.

Value Measurements

Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used

in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which

approximates their fair values because of the short-term nature of these instruments.

820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the

principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement

ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize

the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to measure fair value:

1 — quoted prices in active markets for identical assets or liabilities

2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

the periods ended December 31, 2024 and December 31, 2023, the Company had no financial liabilities to measure at fair value on a recurring

Accounting Pronouncements

May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2014-09, Revenue from Contracts with Customers

ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges

areas under this topic with those of the International Financial Reporting Standards.

The ASU implements of five–step process for

customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards.

The amendment

also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with

Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money

is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved

in certain circumstances.

The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early

adoption is prohibited.

Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the

date of adoption.

Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of

goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services.

this core principle, we apply the following five steps:

(1) Identify the contract with a client;

(2) Identify the performance obligations

in the contract;

(3) Determine the transaction price;

(4) Allocate the transaction price to performance obligations in the contract;

and (5) Recognize revenues when or as the Company satisfies a performance obligation.

adopted ASC 2014-09 on January 1, 2023.

Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing

net income, we did implement changes to our processes related to revenue recognition and the control activities with them.

Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives

and Hedging Activities ”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and

account for them as free-standing derivative financial instruments according to certain criteria.

The criteria include circumstances

in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the

economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument

and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur

and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated

from their host instruments) as follows:

The Company records when necessary, discounts to convertible notes for the intrinsic value of

conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the

commitment date of the note transaction and the effective conversion price embedded in the note.

Debt discounts under these arrangements

are amortized over the term of the related debt to their stated date of redemption.

Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment

The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current

fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

During the year

ended December 31, 2024 the Company did not issue any convertible debt.

Stock Purchase Warrants

Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement

or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed

to our own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”).

The Company classifies as assets or

liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs

and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical

settlement or net-share settlement).

The Company assesses classification of common stock purchase warrants and other free-standing derivatives

at each reporting date to determine whether a change in classification is required.

3 – GOING CONCERN

accompanying consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity

of operations, realization of assets, liabilities, and commitments in the normal course of business.

The accompanying consolidated financial

statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.

The Company has

a working capital deficit as of December 31, 2024, and has generated recurring net losses since its inception in September 2021.

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

realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has generated no revenues from

Since its inception, the Company has been engaged substantially in financing activities, developing its intellectual property,

developing its business plan and incurring startup costs and expenses.

As a result, the Company incurred accumulated net losses December

31, 2024, which includes net operating losses for the twelve months ended December 31, 2024 of $ 1,309,872 and net cash outflows from

operations of $ 265,186 .

Due to our negative cash flow, there may exist substantial doubt about the entity’s ability to continue

as a going concern within one year after the date that the financial statements are issued.

In addition, the Company’s development

activities since inception have been financially sustained through equity financing.

Management plans to begin generating revenue within

the next twelve months and in the interim, continue to seek funding through debt and equity financing which are intended to mitigate

the conditions that have raise substantial doubt about the entity’s ability to continue as a going concern.

in order to execute the Company’s business development plan, which there can be no assurance we will achieve, the Company will

need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and

potentially reduce operating expenditures.

If the Company is unable to secure additional capital, it may have to curtail its business

development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about

its ability to continue as a going concern.

4 – RELATED PARTY

RELATED PARTY TRANSACTIONS

the twelve months ended December 31,2024 and December 31, 2023, the Company had expenses totaling $ 356,032 and $ 100,000 respectively,

to officers and directors for compensation, which is included in general and administrative expenses on the accompanying statement of

time to time, the company rents corporate office space on a month-to-month basis from an officer and director, which is included in general

and administrative expenses on the accompanying statement of operations.

of December 31, 2024 and December 31, 2023, there was a total of $ 0 and $ 181,061 credit card advances and short-term non-interest bearing

loans due to an officer and director.

On September 27, 2024, these short-term non-interest bearing loans were formalized into note agreements

(see Note 6).

of December 31, 2024 and December 31, 2023, there was a total of $ 0 and $ 360,636 of short-term non-interest bearing working capital loans

payable to shareholders.

On September 27, 2024, these short-term non-interest bearing loans were formalized into note agreements (see

of December 31, 2024 and December 31, 2023, there was a total of convertible debt of $ 0 and accrued interest payable of $ 0 due to an

officer and director, employees, and shareholders.

company does not lease facilities under any operating lease arrangement.

Intermittently the Company has rented office space on an as

needed basis from a related party.

rent expense for the months ended December 31, 2024 and 2023 was $ 6,500 and $ 0 , respectively.

6 – NOTES PAYABLE

September 27, 2024, to formalize the related party working capital advances in Note 4, the Company issued three non-convertible 20 % OID

notes payable to related parties for a total face value of $ 1,066,391 .

The notes were due the earlier of June 27, 2025 (9 months from

or (ii) the date that the Company receives gross proceeds of at least $ 2,500,000 in an offering of its debt or equity securities

(a “Qualified Offering”).

The notes do not bear interest but have a 5 % exit fee payable on maturity or repayment and had

original issuance discounts totaling $ 213,278 and were unsecured.

October 2, 2024, the Company issued one non-convertible 20 % OID note payable to a related party for working capital for a total face

value of $ 62,500 .

The note is due the earlier of July 2, 2025 (9 months from issuance);

or (ii) the date that the Company receives gross

proceeds of at least $ 2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”).

The note does not

bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 12,500 and was unsecured.

December 30, 2024, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

value of $ 40,625 .

The note is due the earlier of September 30, 2025 (9 months from issuance);

or (ii) the date that the Company receives

gross proceeds of at least $ 2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”).

does not bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 8,125 and

was unsecured.

December 31, 2024, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

value of 279,878 .

The note is due the earlier of September 30, 2025 (9 months from issuance);

or (ii) the date that the Company receives

gross proceeds of at least $ 2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”).

does not bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 46,646 and

were unsecured.

7 – INSTAPRIN ACQUISITION

March 28, 2022, the Company closed on an asset purchase agreement (APA) of Instaprin Pharmaceuticals, Inc.’s (Instaprin), intangible

assets, inclusive of U.S.

62/794141, International Publication No.

2020/15460 A1 and WO 2020/150685 A1, and the Instaprin

Trademark No.

86274378, trade secrets and proprietary information, all applications for any of the foregoing, commercial and scientist

relationships, and any license or agreements granting rights related to the foregoing.

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

of Instaprin Pharmaceuticals, Inc.

in satisfaction of the SEC’s judgment against the former CEO and Instaprin Pharmaceuticals,

Inc., from sales of the product, as follows:

20 % from the first $ 5,000,000 of sales and 10% from sales thereafter until the entire contingent

purchase price obligation is satisfied.

Additionally, ten percent (10%) of Buyer’s equity was to be delivered at Closing, in proportion

to their equity holdings in the Company, to be issued to a Trustee for the former Instaprin Shareholders, along with an additional ten

percent (10%) of Buyer’s equity to be issued to the Company’s service providers, pursuant to a stock incentive plan to be

As of December 31, 2023, the Company has not recorded the assets from the APA due to the contingent nature of the transaction.

8 – BUSINESS COMBINATION AGREEMENT WITH POWERUP ACQUISITON CORP .

August 26, 2024, the Company entered into an Agreement and Plan of Merger by and among PowerUp Acquisition Corp., a Cayman Islands exempted

company (“PowerUp”), PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of PowerUp (“Merger

Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), and Stephen Quesenberry, in the

capacity as the representative from and after the Effective Time for the Aspire stockholders as of immediately prior to the Effective

Time (the “Seller Representative”), (as may be amended and/or restated from time to time, the “Business Combination

Pursuant to the Business Combination Agreement, among other things, the parties will effect the merger of Merger Sub

with and into Aspire (together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”),

with Aspire continuing as the surviving entity and a wholly owned subsidiary of PowerUp.

to the Closing Date, and subject to the satisfaction or waiver of the closing conditions contained in the Business Combination Agreement,

Aspire will migrate out of Puerto Rico and domesticate (the “Domestication”) as a Delaware corporation pursuant to Section

6.14 of the Puerto Rico General Corporations Act of 2009.

consideration for the Business Combination, at Closing, Aspire’s stockholders shall collectively be entitled to receive, in the

aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of the combined company’s

common stock (“New Aspire Common Stock”) with an aggregate value equal to (a) $ 316.8 million less (b) the amount by which

Aspire’s cash at Closing is less than the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived by

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

Business Combination Agreement sets forth how certain outstanding securities of Aspire will be treated, or effected at the Effective

Time and by virtue of the Business Combination, including with respect to dissenting shares (if any), outstanding warrants, and outstanding

shares of preferred stock (which are to be converted immediately prior to the Effective Time into common stock).

9 – CONVERTIBLE DEBT

of December 31, 2024 and December 31, 2023, the Company had no outstanding convertible debt.

10 – STOCKHOLDERS’ EQUITY

SHAREHOLDERS’ DEFICIT

October 2023, the Company authorized 25,000,000 Series A Preferred Stock with a par value of $ 0.0001 .

The series A convertible preferred

shares have all rights as common stock, with the exception of voting rights, and can be converted into common shares on a one for one

basis upon an IPO or liquidity event.

March 1, 2024, the Company issued 286,357 shares of Series A Preferred stock to 136 investors under a Reg CF offering at a per share

price of $ 0.80 .

April 16, 2024, the Company issued 35,702 shares of Series A Preferred stock to 6 investors under a Reg D offering at a per share price

of December 31, 2024 and December 31, 2023, there were 322,059 and 0 shares of Series A Preferred Stock outstanding, respectively.

of December 31, 2024, the Company had authorized 750,000,000 common shares with a par value of $ 0.001 per share.

Each common share entitles

the holder to one vote on any matter on which action of the stockholders of the corporation is sought.

May 2023, the Company effectuated a 20:1 stock split and increased the authorized number of shares to 750,000,000 .

Share Issuances

the twelve months ended December 31, 2024 and 2023, the Company did not issue any new shares of common stock.

of December 31, 2024 and December 31, 2023, there were 440,000,000 and 440,000,000 common shares outstanding.

the year ended December 31, 2024, on a post-split basis, the Company issued 44,000,000 warrants to 9 parties at a per share price of

the year ending December 31, 2023, on a post-split basis, the Company issued 7,500,000 warrants to 7 parties at a per share price of

of December 31, 2024 and December 31, 2023, there were 91,500,000 and 47,500,000 warrants outstanding, respectively, all of which are

fully vested.

11 – SUBSEQUENT EVENTS

Company evaluated its December 31, 2024, financial statements for subsequent events and transactions through February 19, 2025, the date

the financial statements were available to be issued for possible disclosure and recognition in the financial statements.

January 14, 2025, the Securities and Exchange Commission (SEC) approved the effectiveness of the S-4 filing pursuant to the Business

Combination Agreement with PowerUp Acquisition Corp.

January 21, 2025, the Company’s board of directors voted unanimously to immediately convert the outstanding warrants to Aspire

common stock in conjunction with the proposed Business Combination Agreement with PowerUp Acquisition Corp.

January 22, 2025, the Company issued one non-convertible 20% OID note payable for working capital to a related party for a total face

value of $ 31,250 .

The note is due the earlier of October 22, 2025 (9 months from issuance);

or (ii) the date that the Company receives

gross proceeds of at least $ 2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”).

does not bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 6,250 and

were unsecured.

January 31, 2025, the Company’s board of directors voted unanimously to de-register as a Puerto Rico corporation and re-domesticate

as a Delaware corporation in connection with the Business Combination Agreement with PowerUp Acquisition Corp.

January 31, 2025, the Company’s board of directors voted unanimously to immediately convert the Series A Preferred stock to Aspire

common stock in conjunction with the proposed Business Combination Agreement with PowerUp Acquisition Corp.

February 7, 2025, the Company’s board of directors voted unanimously to a 15.9538267 for 1 reverse split the Company’s 531,822,059

outstanding common shares in connection with the Business Combination Agreement with PowerUp Acquisition Corp.

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

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

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

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

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

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

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

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

February 17, 2025 (the “Closing Date”), Aspire Biopharma Holdings, Inc., a Delaware corporation (f/k/a PowerUp Acquisition

Corp.) (the “Company” or “New Aspire”), consummated the previously announced transaction (the “Business

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

dated September 5, 2024 and a Second Amendment Agreement dated October 9, 2024 .

(the “Business Combination Agreement”),

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

SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), and Aspire Biopharma, Inc., a Puerto Rico

corporation (“Aspire”).

February 17, 2025, as contemplated by the Business Combination Agreement, the Company filed a notice of deregistration with the Cayman

Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of domestication and a certificate

of incorporation with the Secretary of State of the State of Delaware, under which the Company was domesticated as a Delaware corporation

(the “PowerUp Domestication”).

February 17, 2025, as contemplated by the Business Combination Agreement.

Aspire filed a certificate of dissolution with the Puerto Rico

Department of State, together with the necessary accompanying documents, and filed a certificate of domestication and a certificate of

incorporation with the Secretary of State of the State of Delaware, under which the Company was domesticated as a Delaware corporation

(the “Aspire Domestication”).

February 17, 2025, as a result of the Business Combination and the other transactions contemplated by the Business Combination Agreement,

following the consummation of the PowerUp Domestication and the Aspire Domestication, Merger Sub merged with and into Aspire, with Aspire

surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”).

February 17, 2025, the Company’s new parent company, Aspire Biopharma Holdings Inc.

(formerly PowerUp

Acquisition Corp.) entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra

Alternative Capital Strategies, LLC, an entity controlled by the Company’s former Director of Investor Relations, Lance Friedman, which

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

that was terminated effective February 17,

2025, and Target Capital X LLC (collectively, the “Investors”).

Under the Securities Purchase Agreement, Aspire Biopharma Holdings Inc.

20% original issue discount senior secured convertible debentures (“Debentures”) in an aggregate principal amount of $ 3,750,000

which includes a 20% OID.

The conversion price per share of each Debenture is equal to 92.5 % of the lowest daily VWAP (as defined

in the Debentures), provided that no conversion may be at a price per share less than the floor price of $ 4.00 per share.

February 19, 2025, the Company’s application with the Nasdaq Global Market was approved (ticker ASBP) with a projected trading

commencement on February 20, 2025.

February 20, 2025, the newly merged Company’s equity began trading on the Nasdaq Global Markets under the symbol ASBP.

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

What changed 10-K

Item 9A. Controls and Procedures