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Item 1. Financial Statements

2025-05-14 compared with 2024-11-14 · 819 added, 844 removed, 196 unchanged (89% of the section changed)

FINANCIAL STATEMENTS

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Prepaid expenses and other

Due from Sponsor

Total current assets

Cash and Investments held in Trust Account

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses

Accounts payable

Accrued expenses

Due to affiliate

Notes payable – related party

Other current liabilities

Loan and Transfer notes payable

Subscription Agreement loan

Due to affiliate

Convertible Note

Total current liabilities

Forward purchase agreement liability

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 9)

REDEEMABLE ORDINARY SHARES

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 $ 11.43 and $ 11.03 per share on September 30, 2024 and December 31, 2023, respectively

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

$ 0.0001 par value, 10,000,000 shares authorized, none issued or outstanding

Class A ordinary shares;

$ 0.0001 par value;

300,000,000 shares authorized;

7,187,500 issued or outstanding at September 30, 2024 and December 31, 2023, respectively (excluding 577,644 and 1,803,729 shares, respectively, subject to redemption as of September 30, 2024 and December 31, 2023)

Class B ordinary shares;

Class A common stock;

$ 0.0001 par value;

490,000,000 shares authorized;

0 issued and outstanding at September 30, 2024 and December 31, 2023

Ordinary shares

48,900,970 and 27,601,767 issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

4 unchanged sentences

( 6,952,742 )

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

( 1,540,088 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

OPERATING EXPENSES

General and administrative expenses

Total operating expenses

General and administrative

Research and development

Sales and marketing

Loss from operating expenses

( 15,556,480 )

Other income:

Interest earned on cash and investments held in Trust Account

Other income (expense)

Change in fair value of convertible note

Total other income, net

Net (loss) income

Other expenses, net:

Interest Expense

Change in fair value of derivative liability and convertible notes

Total other expenses, net

$ ( 15,941,328 )

$ ( 230,970 )

Weighted average shares outstanding of 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

Weighted average shares outstanding of Class A common stock

Basic and diluted net loss per share, Class A common stock

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Ordinary Shares

THE THREE MONTHS ENDED MARCH 31, 2025

Preferred Stock

Shareholders’

2 unchanged sentences

$ ( 1,540,088 )

Remeasurement for Class A shares to redemption value

Face value of convertible note in excess of fair value

Issuance of subscription shares

( 2,467,101 )

Retroactive application of recapitalization

( 412,398,233 )

Balance – March 31, 2024

Balance - January 1, 2025

( 2,777,233 )

( 1,540,088 )

Remeasurement for Class A shares to redemption value

Face value of convertible note in excess of fair value

Issuance of subscription shares

Conversion of warrants

Issuance of shares in Business Combination

( 3,603,302 )

( 3,602,576 )

Contribution - shareholder non-redemption agreements

Shareholder non-redemption agreements

Balance – June 30, 2024

Issuance of shares under working capital loans and non redemption agreements

Issuance of commitment fee shares under ELOC agreement

Stock based compensation

( 15,941,328 )

Remeasurement for Class A shares to redemption value

Balance - September 30, 2024

Balance - March 31, 2025

$ ( 18,718,561 )

$ ( 6,952,742 )

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Ordinary Shares

THE THREE MONTHS ENDED MARCH 31, 2024

Preferred Stock

Shareholders’

2 unchanged sentences

$ ( 487,861 )

Remeasurement for Class A shares to redemption value

( 3,196,998 )

Balance – March 31, 2023

( 10,263,185 )

( 10,262,466 )

Conversion of Class B shares to Class A

Retroactive application of recapitalization

( 412,418,421 )

Remeasurement for Class A shares to redemption value

Balance - January 1, 2024

( 1,467,361 )

Reduction of U/W Fee Payable

Contribution - shareholder non-redemption agreements

Shareholder non-redemption agreements

Balance - June 30, 2023

Issuance of common stock

Balance - March 31, 2024

$ ( 1,698,331 )

$ ( 489,747 )

Remeasurement for Class A shares to redemption value

Net income (loss)

Balance - September 30, 2023

$ ( 1,698,331 )

1 unchanged sentence

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income

$ ( 15,941,328 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Interest income on cash and investments held in Trust Account

$ ( 230,970 )

Change in fair value of convertible note

Change in fair value of Subscription Agreements Loan

Adjustments to reconcile net loss to net cash used in operating activities:

Interest expense

Change in fair value of derivative liabilities

Stock based compensation

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Due from Sponsor

Due to affiliate

Due from related party

( 1,027,920 )

Accounts payable

Accrued expenses

Other current liabilities

Net cash flows used in operating activities

( 1,751,528 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash withdrawn from Trust Account in connection with redemptions

Net cash flows provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from Subscription Agreement loan

Proceeds from Loan and Transfer Payable

Redemption of ordinary shares

( 13,781,323 )

( 284,916,127 )

Net cash flows used in financing activities

( 10,954,519 )

( 284,916,127 )

Issuance of common stock

Proceeds from Recapitalization

Proceeds from issuance of convertible notes

Proceeds from notes payable - related party

Repayment of notes payable – related party

Net cash flows provided by financing activities

NET CHANGE IN CASH

2 unchanged sentences

Supplemental disclosure of noncash activities:

Forgiveness of the deferred underwriting commissions payable charged to additional paid in capital

$ ( 10,812,500 )

Remeasurement of Class A ordinary shares to redemption value

Conversion of Class B shares to Class A

Sponsor shares contributed for no redemption of shares

Accounts payable, accrued liabilities and other current liabilities combined

Subscription agreement loans combined

Loan and transfer note payable combined

Forward purchase agreement liability combined

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACQUISITION CORP.

BIOPHARMA HOLDINGS, INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Acquisition Corp.

(the “Company” or “PowerUp”) was incorporated as a Cayman Islands exempted company on February

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”).

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 (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 September 30, 2024, the Company had not commenced any operations.

Substantially all activity from February 9, 2021 (inception) through

September 30, 2024 relates to the Company’s formation and initial public offering (“IPO”), which is described below

and, since the IPO, the search for a prospective initial Business Combination, the negotiation of the Visiox Merger Agreement, actions

taken until July 19, 2024 to advance the previously anticipated business combination with Visiox, the negotiation of the Aspire Merger

Agreement and actions taken to advance the anticipated business combination with Aspire.

The Company will not generate any operating

revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income

in the form of interest income earned on investments from the proceeds derived from the IPO.

The registration statement for the Company’s

IPO was declared effective on February 17, 2022.

On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units”

and, with respect to Class A ordinary shares included in the Units offered, the “Public Shares”) at $ 10.00 per Unit, generating

gross proceeds of $ 250,000,000 , which is discussed in Note 3.

The Company has selected December 31 as its fiscal year end.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 9,138,333 private placement warrants (“Private Placement Warrants”)

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” and, together with the New Sponsor, the “Sponsors”) generating gross proceeds of $ 13,707,500

which is described in Note 4.

Simultaneously

with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the

underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional

gross proceeds of $ 37,500,000 .

Simultaneously with the exercise of the overallotment, the Company consummated the private placement of

an additional 625,000 Private Placement Warrants to the Original Sponsor, generating gross proceeds of $ 937,500 .

costs for the IPO amounted to $ 16,418,580 , consisting of $ 5,000,000 of underwriting fees, $ 10,812,500 of deferred underwriting fees payable

(which are held in the Trust Account (defined below)) and $ 606,080 of other costs.

As described in Note 6, the $ 10,812,500 of deferred

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 condensed 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

Placement Warrants was placed in a trust account (“Trust Account”) and invested in U.S.

government securities, within the

meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with

a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company

meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company,

until the earlier of:

(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

of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time it

enters into a definitive agreement for the initial Business Combination.

However, the Company will only complete a Business Combination

if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

There is no assurance the Company will be able to successfully effect a Business Combination.

Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 11.03 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There are no redemption rights with respect to the

Company’s warrants.

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and

Articles of Association”).

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption

provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside

of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial

carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20

“Debt with Conversion and other Options”.

The Public Shares are subject to ASC 480-10-S99.

If it is probable that the equity

instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from

the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest

redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying

amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the

changes immediately.

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

an agreement relating to an initial Business Combination.

If the Company seeks shareholder approval of a Business Combination, the Company

will proceed with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such

other vote as required by law or stock exchange rule.

If a shareholder vote is not required by applicable law or stock exchange listing

requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to

its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange

Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides

to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation

pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with

a Business Combination, the Original Sponsor agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased

during or after the IPO in favor of the 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

the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15 % or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.

Company’s Original Sponsor, and its initial officers and directors (the “Initial Shareholders”) agreed not to propose

an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation

to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders

with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

The New Sponsor and the Company’s

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.

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 a Business Combination.

On July 13, 2023, the Company amended the agreement with CCM.

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, 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 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 September 30, 2024, the Company had $ 0 in its operating bank account and a working capital deficit of $ 6,511,072 .

As of September

30, 2024, the Company had $ 6,601,357 in its Trust Account to be used for a Business Combination or to repurchase or redeem its Class

A ordinary shares in connection therewith.

As of September 30, 2024, $ 481,511 of the amount in the Trust Account are represented as

Interest earned on investments held in the Trust Account.

Company initially had 15 months from the closing of the IPO to consummate an initial Business Combination.

At the 2024 Extension Meeting,

the Company’s shareholders approved the 2024 Extension Amendment that served to extend the date by which the Company must consummate

its initial Business Combination to February 17, 2025.

The remaining life of the Company as of September 30, 2024 is under

the consummation of a Business Combination, the Company will be using any 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 an initial 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.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Biopharma Holdings, Inc.(the “Company” or “Aspire”) was incorporated in Delaware in February 2025.

an early-stage biopharmaceutical company which engages in the business of developing and marketing the disruptive technology for novel

sublingual delivery mechanisms initially for known drugs.

August 26, 2024, PowerUp Acquisition Corp.

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”).

February 17, 2025 (the “Closing Date”), 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”), Stephen Quesenberry, in the capacity as the seller representative (the “Seller Representative”),

and Aspire Biopharma, Inc., a Puerto Rico corporation (“Aspire”).

In connection with the consummation of the Business Combination

(the “Closing”), “PowerUp Acquisition Corp.” changed its name to “Aspire Biopharma Holdings, Inc.”

LIQUIDITY AND GOING CONCERN

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

The Company had an accumulated deficit of $ 18,718,561

as of March 31, 2025.

As of March 31, 2025, working capital deficit was $ 6,903,439 and cash was $ 1,346,543 .

With the consummation of the

Business Combination as described above) and Subscription Agreements (as described above), the Company received proceeds of approximately

$ 265,827 in February 2025, after giving effect to PowerUp’s stockholder redemptions and payment of transaction expenses, $ 100,000,000

pursuant to the Company’s ELOC Agreement (as defined below) as detailed in Part II Item 2 in the section titled Unregistered Sales

of Equity Securities, and an additional $ 3,000,000 after the consummation of the Business Combination.

The Company’s future capital

requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing and research

and development efforts.

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

While there can

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

If additional financing is required

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

If the Company is unable

to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially

and adversely affected.

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

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

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

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

These condensed consolidated

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

that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report

on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 11, 2024.

The interim results for the three and nine

months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or

for any future period.

on Form 10-K for the period ended December 31, 2024, as filed with the SEC on April 7, 2025.

The interim results for the three months

ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant

intercompany balances and transactions have been eliminated in consolidation.

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Growth Company

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adopt the new or revised standard.

may make the comparison of the Company’s condensed consolidated financial statements with another public company difficult or impossible

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 condensed consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make

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

at the date of the condensed consolidated financial statements.

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

GAAP requires the Company’s management to make estimates

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

date of the consolidated financial statements.

Making estimates requires management to exercise significant judgment.

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

significantly from those significant estimates.

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

or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating

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

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of September 30, 2024 and December 31, 2023.

and Investment Held in Trust Account

September 30, 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 at December 31, 2023 are classified as trading securities.

Trading securities

are presented on the condensed 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 condensed 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

costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs amounted

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.

Such estimates

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

from those significant estimates.

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

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

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

Significant accounting estimates included in these financial

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

Such estimates may be subject

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

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

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

how to allocate resources and in assessing performance.

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

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

The CODM reviews the assets, operating results, and financial

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

Accordingly, management

has determined that there is only one reportable segment.

The CODM assesses performance for the single reportable segment and decides

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

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

When evaluating the Company’s performance and making key decisions

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

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

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

The CODM also reviews operating

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

The categories of

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

Concentration

of credit risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

At September 30, 2024 and December

31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant

risks on such account.

instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 , and investments held in the trust account.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition,

results of operations, and cash flows.

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

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

asset or group of similar identifiable assets.

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

If not, the Company applies

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

input, process, and the ability to create outputs.

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

The Company measures goodwill as

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

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

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

combination are expensed as incurred.

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

For contingent consideration that does not meet all the criteria

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

and on each balance sheet date thereafter.

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

on the condensed consolidated statements of operations in the period of change.

the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction

occurs, the Company reports provisional amounts.

Provisional amounts are adjusted during the measurement period, which does not exceed

one year from the acquisition date.

These adjustments, or recognition of additional assets or liabilities, reflect new information obtained

about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of March 31, 2025 and December 31, 2024.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820,

“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated

balance sheet, primarily due to their short-term nature.

value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants as of the measurement date.

The authoritative guidance establishes a hierarchy for inputs used

in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the

most observable inputs be used when available.

Observable inputs are from sources independent of the Company.

Unobservable inputs reflect

the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon

the best information available in the circumstances.

The categorization of financial assets and liabilities within the valuation hierarchy

is based upon the lowest level of input that is significant to the fair value measurement.

The hierarchy is broken down into three levels:

Inputs are quoted prices in active markets for identical assets or liabilities.

Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets

or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability,

either directly or indirectly.

Inputs are unobservable for the asset or liability.

carrying amounts of certain financial instruments, such as cash equivalents, accounts payable and accrued liabilities, approximate fair

value due to their relatively short maturities.

The fair value of debt instruments for which the Company has not elected fair value accounting

is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting

period and the creditworthiness of the Company.

All of the Company’s debt is carried on the condensed consolidated balance sheet

on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting.

and Development Cost

Company accounts for research and development cost (“R&D”) in accordance with FASB ASC Topic 730, “Research and

Development.” R&D represents costs incurred in performing research aimed at the discovery of new knowledge and the advancement

of techniques to bring significant improvements to products and processes.

Costs incurred in developing a product include consulting

and other professional fees.

Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

11 unchanged sentences

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March

31, 2025 and December 31, 2024.

3 unchanged sentences

in the Cayman Islands or the United States.

Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing

Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and

is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s

Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence

of uncertain future events.

Accordingly, at September 30, 2024 and December 31, 2023, 577,644 and 1,803,729 ordinary shares subject to

possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s

condensed consolidated balance sheets.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares

to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of the redeemable ordinary

shares are affected by charges against additional paid-in capital and accumulated deficit.

September 30, 2024, the redeemable ordinary shares subject to possible redemption reflected in the unaudited condensed consolidated

balance sheet is reconciled in the following table:

SCHEDULE OF REDEEMABLE ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

Redeemable ordinary shares subject to possible redemption at December 31, 2023

Remeasurement of carrying value to redemption value

( 13,781,323 )

Redeemable ordinary shares subject to possible redemption at September 30, 2024

Income (Loss) per Ordinary Share

Company has two classes of shares, which are referred to as Class A ordinary shares (as defined above, the “Public Shares”)

and Class B ordinary shares (the “Founder Shares”).

Earnings and losses are shared pro rata between the two classes of shares.

Public and private warrants to purchase 24,138,333 Public Shares at $ 11.50 per share were issued on February 23, 2022.

At September 30,

2024, no warrants have been exercised.

The 24,138,333 Public Shares underlying the outstanding warrants to purchase the Company’s

stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2024 and 2023, because the warrants

are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted income (loss) per ordinary share is the

same as basic income (loss) per ordinary share for all periods presented.

The table below presents a reconciliation of the numerator

and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares.

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

For the three months ended

September 30, 2024

For the three months ended

September 30, 2023

Basic and diluted net loss per share:

Allocation of net loss

net income (loss) per share is computed by dividing the net income (loss) by the weighted average shares outstanding at the end of the

Diluted income (loss) per share is computed by giving effect to all potential shares of common stock to the extent dilutive.

For the three months ended March 31, 2025 and March 31, 2024, the Company’s diluted weighted-average shares outstanding is equal

to basic weighted-average shares, due to the Company’s net loss position.

Hence, no common stock equivalents were included in the

computation of diluted net loss per unit since such inclusion would have been antidilutive.

At March 31, 2025 and December 31, 2024,

potentially dilutive securities includes the public and private placement warrants.

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

grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform

service in exchange for the award.

Equity-based compensation expense is only recognized for awards subject to performance conditions

if it is probable that the performance condition will be achieved.

The Company accounts for forfeitures when they occur.

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

or stockholders’ deficit in its condensed consolidated balance sheets.

In order for a warrant to be classified in stockholders’

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

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

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

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

If a warrant meets both conditions for equity classification,

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

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

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,”

which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help

investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results.

new standard will also allow disclosure of multiple measures of segment profitability if those measures are used to allocate resources

and assess performance.

The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and

interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments are required to be

applied retrospectively to all prior periods presented in an entity’s financial statements.

The Company adopted the guidance effective

December 31, 2024 for the fiscal year beginning January 1, 2024.

There was no impact on the Company’s reportable segment identified

and additional required disclosures have been included in these financial statements (see Note 3).

Accounting Pronouncements Not Yet Adopted

June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject

to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value

of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions.

is effective for public companies for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

This accounting standard

update is not expected to have a material impact on our condensed consolidated financial statements as the amendments align with our

existing policy.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires

disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital

allocation decisions.

The standard will be effective for public companies for fiscal years beginning after December 15, 2024.

Early adoption

is permitted.

We are currently evaluating the impact of this accounting standard update on our condensed consolidated financial statements.

RECAPITALIZATION

August 26, 2024, PowerUp Acquisition Corp.

(‘PowerUp”) entered into an Agreement and Plan of Merger (as amended from time

to time, the “Business Combination 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.

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

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

In accordance with the

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

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

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

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

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

the satisfaction or waiver of the conditions of the Business Combination Agreement, PowerUp migrated out of the Cayman Islands and domesticated

as a Delaware corporation.

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

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

Act (as amended) and Section 388 of the Delaware General Corporation Law.

Pursuant to the Aspire Domestication, Aspire’s jurisdiction

of incorporation was changed from Puerto Rico to the State of Delaware.

In connection with the Aspire Domestication, all issued and outstanding

shares of Aspire’s pre-domestication voting common stock, Series A preferred stock, and any unconverted warrants automatically

converted, on a one-for-one basis, into shares of the post-domesticated entity’s common stock, Series A preferred stock, and warrants,

respectively.

connection with the PowerUp Domestication, prior to the consummation of the Business Combination (the” Closing Date”):

each issued and outstanding Class A ordinary share, par value $ 0.0001 per share (the “Class A common stock”), of PowerUp

converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock,

par value $ 0.0001 per share, of New Aspire (the “New Aspire Class A Common Stock”);

and (ii) each issued and outstanding

whole warrant to purchase Class A common stock of PowerUp automatically represented the right to purchase one share of New Aspire Class

A Common Stock, at an exercise price of $ 11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of

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

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

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

Immediately following the PowerUp Domestication, (i) the New Aspire

Class A Common Stock reclassified as common stock, par value $ 0.0001 per share (the “New Aspire Common Stock”);

issued and outstanding unit of PowerUp that has not been previously separated into the underlying Class A ordinary share and underlying

one-half of one warrant upon the request of the holder thereof were cancelled and entitled the holder thereof to one share of New Aspire

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

Common Stock at an exercise price of $ 11.50 per share on the terms and conditions set forth in the Warrant Agreement;

(iii) the governing

documents of PowerUp were amended and restated and become the certificate of incorporation and the bylaws of New and (iv) the form of

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

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

to the PowerUp governing documents that are contemplated by the Organizational Documents Proposal, which is a condition to the Closing

of the Business Combination.

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

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

Inc Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number

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

All of the shares of

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

Aspire Biopharma, Inc Preferred Stock thereafter ceased to have any rights with respect to such Aspire Biopharma, Inc Preferred Stock.

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

with the respective warrant agreements associated with each such warrant.

February 17, 2025 (the “Closing Date), the Business Combination was consummated.

In connection with the consummation of the Business

Combination ( PowerUp Acquisition Corp.

changed its name to Aspire Biopharma Holdings, Inc.

February 17, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra

Alternative Capital Strategies, LLC, a sole member entity controlled by Aspire’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, the Company

issued two 20% original issue discount senior secured convertible debentures (“Debentures”) in an aggregate principal amount

of $ 3,750,000 million, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing

at least a majority of the aggregate principal and interest owed under the outstanding Debentures (“Requisite Holders”),

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

The conversion price per share of each Debenture is equal to 92.5 %

of the lowest daily VWAP (as defined in the Debentures) of the Company’s shares of common stock during the five trading day period

ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures),

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

per share less than the floor price of $ 4.00 per share ( See Note 8).

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

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

Business Combination was accounted for as a reverse recapitalization in accordance with GAAP.

Under this method of accounting, PowerUp,

who is the legal acquirer, was treated as the “acquired” company for financial reporting purposes and Aspire Biopharma, Inc

was treated as the accounting acquirer.

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

the following facts and circumstances under the redemption scenarios:

Biopharma Inc’s existing stockholders will have more than 64.4 % of the voting interest of New Aspire under both the no redemption

and maximum redemption scenarios;

Biopharma Inc’s senior management will comprise the senior management of New Aspire;

directors nominated by Aspire will represent the majority of the board of directors of New Aspire;

Biopharma Inc’s operations will comprise the ongoing operations of New Aspire;

Aspire will assume Aspire’s name.

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

for the net assets of PowerUp.

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

Operations prior to the Business Combination will be those of Aspire Biopharma, Inc.

closing of the Business Combination, the Company received gross proceeds of $ 811,370 as a result of the Business Combination, offset

by total transaction costs of $ 545,543 .

The following table reconciles the elements of the Business Combination to the condensed consolidated

statements of cash flows and the condensed consolidated statement of changes in stockholders’ deficit for the three months ended

March 31, 2025:

SCHEDULE OF RECONCILES THE ELEMENTS

OF THE BUSINESS COMBINATION

Cash-trust and cash, net of redemptions

transaction costs, paid

Net proceeds from the Business Combination

accounts payable, accrued liabilities and other current liabilities combined

( 1,577,057 )

Weighted average shares outstanding

Basic and dilution net loss per share

For the nine months ended

September 30, 2024

September 30, 2023

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

Subscription agreement loans combined

( 1,828,098 )

Weighted average shares outstanding

Basic and dilution net (loss) income per share

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the instruments are free standing consolidated financial instruments pursuant to ASC 480, meet the definition of a

liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including

whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require

“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent

period end date while the instruments are outstanding.

Management has concluded that the Public Warrants (as defined below) and Private

Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Accounting Pronouncements

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among

other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated

financial statements and disclosures.

INITIAL PUBLIC OFFERING

to the IPO, the Company sold 28,750,000 Units at a price of $ 10.00 per Unit.

Each Unit consisted of one Class A ordinary share and one-half

of a redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one whole Class A

ordinary share at a price of $ 11.50 per whole share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT WARRANTS

February 23, 2022, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option

in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at

a price of $ 1.50 per Private Placement Warrant, generating gross proceeds of $ 14,645,000 .

Each whole Private Placement Warrant is exercisable

for one whole Class A ordinary share at a price of $ 11.50 per share.

A portion of the proceeds from the Private Placement Warrants was

added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the

Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable

on a cashless basis.

Original Sponsor and the Company’s initial officers and directors agreed, subject to limited exceptions, not to transfer, assign

or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

The New Sponsor

and the Company’s current officers and directors are subject to this same obligation.

Loan and transfer note payable combined

Forward purchase agreement liability combined

Reverse recapitalization, net

$ ( 3,602,576 )

number of shares of Common Stock issued immediately following the consummation of the Business Combination were:

SCHEDULE OF CONSUMMATION OF THE

BUSINESS COMBINATION

PowerUp Class A common stock, outstanding prior to the Business Combination

Redemption of PowerUp Class A common stock

Class A common stock of PowerUp

PowerUp Class B common stock, outstanding prior to the Business Combination

Business Combination Class A common stock

Issuance of shares related working capital agreements

Aspire Biopharma, Inc Shares

Class A and B Common Stock immediately after the Business Combination

number of Aspire Biopharma, Inc shares was determined as follows:

SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO

Biopharma, In Shares

Aspire’s Shares

after conversion

Class A Common Stock issued to existing Aspire Biopharma, Inc Shareholders

Class A Common Stock obligation shares issued

Number of Shares

and private placement warrants

14,374,969 Public Warrants issued at the time of PowerUp’s initial public offering, and 9,763,333 warrants issued in connection

with private placement at the time of PowerUp’s initial public offering (the “Private Placement Warrants”) remained

outstanding and became warrants for the Company.

to the closing of the Business Combination, certain PowerUp public shareholders exercised their right to redeem certain of their outstanding

shares for cash, resulting in the redemption of 507,631 shares of PowerUp Class A common stock for an aggregate payment of $ 5,882,859 .

RELATED PARTY TRANSACTIONS

February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares for an aggregate price

of $ 25,000 , and on December 18, 2021, the Original Sponsor surrendered 2,156,250 Class B ordinary shares, so that the Original Sponsor

then owned an aggregate of 6,468,750 Class B ordinary shares.

On February 11, 2022, the Company effected a 1.11111111 -for-1.0 share dividend

of its Class B ordinary shares, so that the Original Sponsor owned an aggregate of 7,187,500 Founder Shares.

The share dividend was retroactively

Since the underwriters’ exercised their overallotment option in full upon IPO, none of the Founder Shares were forfeited.

Founder Shares are subject to certain transfer restrictions, as described in this Note 5.

Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination,

(x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange

or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares

for cash, securities or other property.

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.

and transfer agreements

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 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 September 30, 2024 and December

31, 2023, $ 449,214 and $ 250,000 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 September 30, 2024 and December 31, 2023, there was $ 250,000 and $ 155,848 in borrowings under the agreement, respectively.

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 September 30, 2024 and December 31, 2023 amounted to $ 0 and $ 143,464 , respectively.

During the three and nine months ended September

30, 2024, the Company recorded $ 0 and $ 229,919 , 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.

September 30, 2024 and December 31, 2023, there was $ 199,214 and $ 0 , respectively, 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.

remaining balance of the debt discount as of September 30, 2024 and December 31, 2023 amounted to $ 12,930 and $ 0 , respectively.

the three and nine months ended September 30, 2024, the Company recorded $ 8,496 and $ 170,071 , respectively, 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 condensed consolidated balance sheets using

the relative fair value method and the related amortization of the debt discount on its condensed 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”),

certain affiliates of PowerUp loaned monies for working capital purposes (“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 Capital 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.

The warrants would be identical

to the Private Placement Warrants.

December 21, 2023, PowerUp 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 PowerUp.

As of March 31, 2025 and December 31, 2024, there was $ 250,000 and $ 250,000 in borrowings under the agreement, respectively.

discount was fully amortized to interest expense as a non-cash charge over the term of the loan and transfer liability ending at the

date consummation of the Business Combination.

January 9, 2024, PowerUp 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, PowerUp entered into a Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (“Sheth”), pursuant

to which Sheth loaned an aggregate of $ 149,214 to the New Sponsor and the New Sponsor loaned $ 149,214 to PowerUp.

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.

February 17, 2025, the Company assumed $ 499,214 of liabilities related to these working capital loans.

At the close of the Business Combination,

Apogee was issued 50,000 Class A Common Stock as commitment fees pursuant to the Apogee Agreement.

As of March 31, 2025, there was $ 499,214

outstanding under the loan and transfer agreements.

March 5, 2024, PowerUp 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 September 30, 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

The New Sponsor utilized the First Contribution to support PowerUp’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, PowerUp entered into four separate Subscription Agreements (each, a “Second Subscription Agreement”) with the

New Sponsor, the Affiliate, and 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 PowerUp (the “May Loan”).

accounted for the 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 condensed 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

Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business

Combination and the Company’s liquidation, to pay an affiliate of the New Sponsor a monthly fee of $ 10,000 for office space, secretarial

and administrative services.

For the three and nine months ended September 30, 2024 and 2023, respectively, the Company has incurred

$ 30,000 and $ 90,000 of expenses under this arrangement.

of September 30, 2024 and December 31, 2023, $ 328,939 and $ 238,939 , respectively, has been accrued and shown as ‘Due to affiliate’

in the accompanying condensed consolidated balance sheets for the administrative services fees described above and a residual balance

due from IPO proceeds.

The amount is due to the New Sponsor and will be repaid as soon as practical from the Company’s operating

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.

At the close of the Business Combination, 1,750,000 of commitment fee shares

owing to the Investors under these agreements were transferred by affiliates to the Investors.

February 17, 2025, the Company assumed $ 1,500,000 of debt under the First Subscription Second Subscription Agreements.

At March 31, 2025,

$ 1,500,000 owing under these agreements is included in subscription agreement loan balance on the condensed consolidated balance sheet.

February 17, 2025, the Company assumed $ 353,679 of liabilities due to the sponsor of PowerUp and related to administrative services fees

and a residual balance due from IPO proceeds.

As of March 31, 2025 the balance of $ 353,679 is accrued in due to affiliate balance on

the condensed consolidated balance sheet.

The balance is due on demand.

payable – related party

the years ended 2024 and 2023, Aspire Biopharma, Inc incurred expenses and costs related to officer and director compensation, rental

of office space, reimbursable expenses paid by affiliates and non interest bearing working capital loans.

As discussed in Note 6, In

2024, Aspire Biopharma, Inc issued three notes payable to formalize these advances.

At March 31, 2025 and December 31, 2024, total

balance of $ 1,211,346 and $ 1,266,832 inclusive of unamortized debt discount is included in subscription agreement loan on the accompanying

condensed consolidated balance sheet.

NOTES PAYABLE

discussed in Note 5 above, on September 27, 2024, to formalize the related party working capital advances, Aspire Biopharma, Inc issued

three non-convertible 20 % original issues discount (“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 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 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.

the three months ended March 31, 2025, total amortized debt discount of $ 74,226 was included in interest expense on the accompanying

condensed consolidated income statement.

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.

For the three months ended March 31, 2025, total amortized debt discount of $ 4,121 was included in interest expense on the accompanying

condensed consolidated income statement.

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.

For the three months ended March 31, 2025, total amortized debt discount of $ 2,679 was included in interest expense on

the accompanying condensed consolidated income statement.

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.

For the three months ended March 31, 2025, total amortized debt discount of $ 11,620 was included in interest expense

on the accompanying condensed consolidated income statement.

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.

For the three months ended March 31, 2025, total amortized debt discount of $ 1,557 was included in interest expense on

the accompanying condensed consolidated income statement.

February 13, 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 November 13, 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.

For the three months ended March 31, 2025, total amortized debt discount of $ 1,557 was included in interest expense on

the accompanying condensed consolidated income statement.

following table reflects the outstanding balances of each note issuance at March 31, 2025 and December 31, 2024.

SCHEDULE OF NOTE ISSUANCE

Issuance date

March 31, 2025

December 31, 2024

September 27, 2024

October 2, 2024

December 30, 2024

December 31, 2024

January 22, 2025

February 13, 2025

SUBSCRIPTION AGREEMENT LOANS

Subscription Agreement

December 18, 2024, and effective December 13, 2024, the PowerUp 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 %).

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.

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”).

On February 17,

2025, the Blackstone Subscription Agreement was amended ( the “Amended Blackstone Subscription Agreement”) to fix the commitment

shares to 1,795,000 .

The commitment shares were issued at the close of the Business Combination.

to 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.

On February 17, 2025, a fair value of 437,888 inclusive of principal

balance loaned of $ 423,474 was assumed under this agreement.

At March 31, 2025 total fair value of $ 378,268 inclusive of unamortized

debt discount of $ 65,452 is included in subscription agreement loan on the accompanying condensed consolidated balance sheet.

and Second Subscription Agreements

discussed in Note 5 On March 5, 2024 and May 9.

2024, PowerUP entered into the First Subscription Agreements and the Second Subscription

agreements, respectively.

At March 31, 2025, $ 1,500,000 owing under these agreements is included in subscription agreement loan balance

on the condensed consolidated balance sheet.

CONVERTIBLE NOTES

February 17, 2025, the Company 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, the Company

issued 20% original issue discount senior secured convertible debentures (“Convertible 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.

At the close of the Business Combination, 2,106,527 of commitment fee shares owing to the Investors under these agreements were transferred

by affiliates to the Investors.

Company analyzed for the Securities Purchase Agreement under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815

“Derivatives and Hedgings” 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.

As a result, all debt proceeds received have been recorded

using the fair value method of accounting under ASC 825, “Fair Value Measurement”.

Pursuant to ASC 825, the Company recorded

the fair value of the subscription liability on the condensed consolidated balance sheets using the fair value method.

The initial fair

value of the subscription liability at issuance was estimated using a Monte Carlo Model.

At March 31, 2025, the fair value of $ 3,175,354

of the Securities Purchase agreement is included in Convertible Notes on the accompanying condensed consolidated balance sheet.

three months ended March 31, 2025, $ 86,538 debt discount amortized was included in interest expense on the condensed consolidated statement

For the three months ended March 31, 2025, change in fair value of $ 88,816 was included in change in fair value of derivatives

on the condensed consolidated statement of income.

COMMITMENTS AND CONTINGENCIES

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any,

are entitled to registration rights pursuant to a registration rights agreement dated February 17, 2022.

These holders are entitled to

certain demand and “piggyback” registration rights.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 3,750,000 additional

Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On February 23, 2022, the underwriters

elected to fully exercise the over-allotment option purchasing 3,750,000 Units.

underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 5,000,000 in the aggregate at the closing of the IPO.

underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid upon the

closing of the Business Combination ($ 750,000 in the aggregate).

In addition, the underwriters were originally entitled to a deferred

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

of the $ 10,062,500 deferred portion and the $ 750,000 cash discount agreed to be deferred until Business Combination.

The deferred fee

was to become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination,

subject to the terms of the underwriting agreement.

June 28, 2023, the underwriters agreed to waive their entitlement to the deferred underwriting commissions of $ 10,812,500 in accordance

with 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 condensed consolidated financial statements.

Non-Redemption

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.

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.

holders Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to

registration rights pursuant to a registration rights agreement dated February 17, 2022.

These holders are entitled to certain

demand and “piggyback” registration rights.

The Company will bear the expenses incurred in connection with the filing of

any such registration statements.

On May 13, 2025, the Company filed a Registration Statement on Form S-1 to register 2,929,000 of the

outstanding 9,763,333 Private Placement Warrants.

Line of Credit (“ELOC”) Agreement

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

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

In consideration for the Investor’s execution and delivery of this ELOC Agreement, the Company shall issue or cause

to be issued to Arena 2,000,000 Common Shares (the “Commitment Fee Shares”) on the date hereof, of which 893,473 shall be freely

tradable upon the closing the Business Combination.

close of the Business Combination, the Company assumed $ 49,034 of forward purchase agreement liability under this agreement.

three months ended March 31, 2025, change in fair value of the purchase agreement of $ 269 was included in change in fair value of derivatives

and convertible notes on the accompanying condensed statement of income.

At March 31, 2025, the balance of $ 49,303 is included in forward

purchase agreement liability on the accompanying condensed balance sheet.

Promissory Note

October 2, 2024, PowerUp entered into a Promissory Note Fee Agreement with Sponsor (the “Promissory Note Fee Agreement”).

Pursuant to the Promissory Note Fee Agreement, PowerUp 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

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.

At March 31, 2025, the promissory note fee is still

outstanding and payable.

SHAREHOLDERS’ DEFICIT

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voting and other rights and preferences as may be determined from time to time by the Board.

At September 30, 2024 and December 31, 2023,

At March 31, 2025 and December 31, 2024,

there were no preference shares issued or outstanding.

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 September 30, 2024 and December 31, 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 September 30, 2024 and December 31, 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.

As of September 30, 2024 and December 31, 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

into Class A ordinary shares on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked

securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business

Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders

of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance)

so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on

an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO (irrespective

of whether or not such ordinary shares are redeemed in connection with the initial Business Combination) plus all Class A ordinary shares

and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked

securities issued, or to be issued, to any seller in our initial Business Combination, and any ordinary shares issued upon exercise of

private placement warrants issued to the Sponsors or their affiliates upon conversion of loans made to us).

Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing

The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle

such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants

is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders

seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities

laws of the state of the exercising holder, or an exemption is available.

Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,

it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration

statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants.

The Company will use its best efforts

to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating

thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

No warrants will be exercisable

for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable

upon exercise of the warrants and a current prospectus relating to such ordinary shares.

Notwithstanding the foregoing, if a registration

statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified

period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants

on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

A Common Stock — The Company is authorized to issue 490,000,000 Class A common stock with a par value of $ 0.0001 per share.

As of March 31, 2025 and December 31, 2024, there were 48,900,970 and 27,601,767 Class A common stock issued and outstanding, respectively.

part of the PowerUp initial public offering (“IPO”), PowerUp issued warrants to third-party investors where each whole warrant

entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 11.50 per share (the “Public

Simultaneously with the closing of the IPO, PowerUp completed the private sale of 9,763,333 Private Placement warrants

where each warrant allows the holder to purchase one share of the Company’s Class A common stock at $ 11.50 per share.

31, 2025, there are 14,374,969 Public Warrants and 9,763,333 Private Placement warrants outstanding.

Public Warrants will become exercisable commencing 30 days after the consummation of the Business Combination.

the warrants become exercisable, the Company may redeem the warrants:

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to the warrant holders.

and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon

exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable

to effect such registration or qualification.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary

shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or

recapitalization, reorganization, merger, or consolidation.

However, except as described below, the warrants will not be adjusted for

issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash

settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates

the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will

they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

the warrants may expire worthless.

addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of

any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates,

as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination

on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading

price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the

Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise

price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued

Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of

the greater of the Market Value and the Newly Issued Price.

Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement

Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable

Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Company has determined that warrants issued in connection with its IPO in February 2022 are subject to treatment as equity.

to account for the fair value of the Public Warrants issued in the IPO, the Company used Black Scholes Model to allocate cost to the

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.

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.

closing of the Business Combination, in accordance with the guidance contained in ASC 815 , the warrants continue to be equity classified.

based compensation

February 29, 2024, Aspire Biopharma, Inc entered Corporate advisory agreement with an advisory firm, pursuant to which the advisory firm

will receive 6 % of the amount shares outstanding after the close of the Business Combination as compensation for advisory services to

support the Company’s efforts related to the Business Combination.

On January 3, 2025, the agreed upon compensation was reduced

to 4.75 % of the amount of shares outstanding after the close of the Business Combination.

In February 2025, 1,662,500 shares of the 35,000,000

Business Combination shares were issued to the affiliated company under this agreement.

The issuance of these shares to the service advisors

is subject to ASC 718.

Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant

The shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Stock-based compensation

of $ 14,131,250 was recognized in general and administrative expenses upon consummation of the Business Combination in February 2025 based

on the grant date fair value per share.

The fair value was determined by applying a 15 % discount for lack of marketability to the market

price of the share on date of grant.

Biopharma warrants

the years ended December 31, 2024 and December 31, 2023, on a post-split basis, Aspire Biopharma, Inc issued 44,000,000 at a per share

price of $ 0.40 and 7,500,000 warrants at an average per share price of $ 0.13 , respectively.

As of December 31, 2024 all warrants issued

were fully vested.

As of December 31, 2024, there were 91,500,000 warrants outstanding.

On January 21, 2025 the 91,500,000 warrants were

converted into 91,500,000 shares of Aspire Biopharma Inc.

common stock, which, on the Business Combination date, were subsequently converted

into 5,735,717 Class A common stock of the Company.

FAIR VALUE MEASUREMENTS

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Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

September 30, 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

basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized

to determine such fair value.

basis at March 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to

determine such fair value.

OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS

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Significant Other

Observable Inputs

Unobservable Inputs

September 30, 2024

Cash and Investment held in Trust Account

Subscription Agreement loan

Loan and Transfer notes payable

Quoted Prices in

Significant Other

Observable Inputs

Unobservable Inputs

December 31, 2023

Investment held in Trust Account

Active Markets

March 31, 2025

Subscription financial liabilities

Convertible Notes

Loan and Transfer note payable

Forward Purchase Agreement liabilities

discussed in Note 7, the fair values of the subscription liabilities related to advances made to, or on behalf of the Company under such

12 unchanged sentences

OF SUBSCRIPTION FINANCIAL LIABILITIES

September 30,

March 31, 2025

Term Remaining

2 unchanged sentences

OF FAIR VALUE OF FINANCIAL LIABILITIES

Initial Subscription Agreement loans at March 5, 2024

Initial Financial Liabilities - SPAC loans

Balance, December 31, 2024

Assumed in Business Combination

Change in fair value

Subscription Agreement loans at September 30, 2024

Financial Liabilities - SPAC loans

Subscription Agreement loans at March 31, 2025

discussed in Note 6, the Company fair values the Loan and Transfer notes payable are classified and accounted for as a financial liability

1 unchanged sentence

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.

The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future

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 three months ended September 30, 2024;

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 three months ended

March 31, 2025;

therefore, no valuation was required.

key inputs of the models used to value the Company’s Loan and Transfer notes payable as of March 31, 2024 and June 30,

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 is summarized as follows:

OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE

Balance, December 31, 2024

Assumed in Business Combination

Change in fair value

Subscription Agreement loans at March 31, 2025

discussed in Note 7, the convertible notes 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 Monte Carlo Model.

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 convertible notes as of March 31, 2025 were:

OF CONVERTIBLE NOTES

March 31, 2025

Term Remaining

Risk-Free Rate

change in the fair value of Loan and Transfer notes payable measured using Level 3 inputs, for September 30, 2024 and December 31, 2023

is summarized as follows:

OF FAIR VALUE OF LOAN AND TRANSFER NOTE PAYABLE

Loan and Transfer notes payable at December 31, 2023

change in the fair value of the convertible notes measured using Level 3 inputs is summarized as follows:

OF FAIR VALUE OF THE CONVERTIBLE NOTES

Balance, December 31, 2024

Fair value at issuance

Change in fair value

Loan and Transfer notes payable at September 30, 2024

Subscription Agreement loans at March 31, 2025

discussed in Note 9, the forward purchase agreement 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 three months ended

March 31, 2025;

therefore, no valuation was required.

change in the fair value of the forward purchase agreement measured using Level 3 inputs is summarized as follows:

OF FAIR VALUE OF THE FORWARD PURCHASE AGREEMENT

Balance, December 31, 2024

Assumed in Business Combination

Change in fair value

Subscription Agreement loans at March 31, 2025

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:

OF SEVERAL KEY METRICS INCLUDED IN NET LOSS AND TOTAL ASSETS

For the Three Months Ended

March 31, 2025

March 31, 2024

For the Three Months Ended March 31, 2025

For the Three Months Ended March 31, 2024

General and administrative expenses

Other Expenses, net

and administrative expenses and other 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

General 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

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited

condensed consolidated financial statements were issued.

Based upon this review, other than disclosed below, the Company did not

identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial

October 2, 2024, the Company entered into a Promissory Note Fee Agreement with New Sponsor (the “Promissory Note Fee Agreement”).

Pursuant to the Promissory Note Fee Agreement, the Company and New Sponsor agreed that New Sponsor took a significant risk on behalf

of the Company by loaning $ 2,000,000 to Visiox via a convertible promissory note (the “Visiox Promissory Note”).

terms of the Visiox Merger Agreement, the New Sponsor was owed a $ 2,000,000 fee upon the successful closing of the business combination

between the Company and Visiox as consideration for the significant risk taken by New Sponsor in entering into the Visiox Promissory

Note (the “Original Promissory Note Fee”).

The Company and New Sponsor agreed that New 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

Merger Agreement.

As consideration for the foregoing, the Company agreed to pay New 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.

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

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed

financial statements were issued.

Based upon this review, other than disclosed below or within these financial statements, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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

compliance deficiency under the Nasdaq Listing Rules.

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

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

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

The deficiency

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

Under Nasdaq Listing

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

In order to do

so, the Company must achieve and maintain an MVLS of at least $ 50,000,000 or more for a minimum of 10 consecutive business days.

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

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

for continued listing on The Nasdaq Global Market.

the event that the Company does not regain compliance with the Listing Requirements prior to the expiration of the 180-day compliance

period, the Company will receive written notification from Nasdaq that the Company’s securities are subject to delisting.

time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

Alternatively, the Company may apply for a transfer

of the listing of its securities to The Nasdaq Capital Market, provided that the Company then meets the continued listing requirements

on The Nasdaq Capital Market.

Company is considering actions that it may take in response to these Notices to regain compliance with the continued listing requirements,

but no decisions about a response have been made at this time.

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

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

Notices and Settlement Agreement

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

2025 and for late filing of the Form S-1, as required by Blackstone Subscription Agreement discussed in Note 7, and second citing a cross

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

LLC as described in Note 9, both entities controlled by the Company’s former Director of Investor Relations, Lance Friedman, which

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

that was terminated effective February 17,

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

made within the automatic extension period.

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

Capital Strategies LLC, Blackstone Capital Advisors, Inc., and their affiliates (collectively, the “Lenders”) to resolve

all matters related to previously issued notices of default and to amend certain outstanding loan agreements.

Pursuant to the

Agreement, the Lenders withdrew and cancelled all prior notices of default and acceleration previously delivered to the Company on April 1, 2025.

Any alleged previous defaults under the Company’s loan agreements were deemed cured, and all previous accelerations of payment

were rendered null and void.

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

Additionally, the Agreement provides for

an extension of the maturity dates of key promissory notes by seventy-five (75) days, extending the earliest maturity date to August

15, 2025, and amending additional notes to extend their maturity dates to September 10, 2025.

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

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

later than May 13, 2025.

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

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

Direct Registration System.

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

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

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-Q

Item 1. Financial Statements