What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-14 compared with 2024-11-14 · 722 added, 306 removed, 9 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to PowerUp

Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors,

references to the “Original Sponsor” refer to PowerUp Sponsor LLC, and references to the “New Sponsor” refer

to SRIRAMA Associates, LLC.

The Original Sponsor and the New Sponsor are collectively referred to as the “Sponsors.” The

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the

discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially

from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q including, without

limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,

are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,”

“estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs,

based on information currently available.

A number of factors could cause actual events, performance or results to differ materially

from the events, performance and results discussed in the forward-looking statements.

For information identifying important factors that

could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors

section of the Company’s Annual Report on Form 10-K filed with the U.S.

Securities and Exchange Commission (the “SEC”)

and otherwise identified in reports we file with the SEC.

The Company’s securities filings can be accessed on the EDGAR section

of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention

or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

are a blank check company incorporated on February 9, 2021 as a Cayman Islands corporation and formed for the purpose of effecting a

merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction (“Business Combination”)

with one or more businesses or entities.

While we may pursue an acquisition opportunity in any business, industry, sector, or geographical

location, we have focused, and intend to focus, on industries that complement our management’s background and to capitalize on

the ability of our management team to identify and acquire a business.

We may pursue a transaction in which our shareholders immediately,

prior to completion of our initial Business Combination, would collectively own a minority interest in the combined post-Business Combination

We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering (the “IPO”)

and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a Business Combination will be successful.

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

should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2025

and 2024, and our audited financial statements as of the year ended December 31, 2024, included in Form 8-K filed with the SEC on February

discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements

on our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks,

uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially

different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“continue,” or the negative of such terms or other similar expressions.

Such statements include, but are not limited to,

possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements

of historical fact included herein.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those

described in our other Securities and Exchange Commission (“SEC”) filings.

the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” to “Aspire,” “we”, “us”, “our”, and the “Company” are

intended to refer to (i) following the Business Combination (as defined below), the business and operations of Aspire Biopharma Holdings,

Inc (formerly PowerUp Acquisition Corp.) and its consolidated subsidiaries, and (ii) prior to the Business Combination, Aspire Biopharma,

Inc (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiaries.

are an early-stage biopharmaceutical company.

As a Delaware corporation formed in February 2025, the Company engages in the business

of developing and marketing the disruptive technology for novel sublingual delivery mechanisms initially for known drugs.

Business Combination we were a privately held Puerto Rico corporation incorporated in September 2021.

February 17, 2025, we completed our Business Combination with Aspire Biopharma Holdings, Inc.

Strategy and Outlook

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

Further, from time to time, we may enter into license or collaboration agreements with other companies that include development funding

and significant upfront and milestone payments and/or royalties, which may become an important source of our revenue.

Accordingly, our

revenue may depend on development funding and the achievement of development and clinical milestones under current and any potential

future license and collaboration agreements and sales of our products, if approved.

We do not currently have any licensing or collaboration

Manufacturing

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

and intend to do so in the future.

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

of our product candidates.

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

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

or we will need to secure alternate suppliers.

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

to oversee our relationships with contract manufacturers.

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

Glatt produced sufficient quantities of our high-dose sublingual aspirin product (sometimes referred to informally herein as “Instaprin”

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

we believe that Glatt is capable of producing the drug product to support our aspirin product development plan, including our planned

clinical trials, we believe there are a number of alternative third-party manufacturers that have similar capabilities and would be capable

of providing sufficient quantities of drug product for our aspirin development plan.

Glatt currently has the capabilities to manufacture

our aspirin drug product for potential commercial use, however, their current capacity may be insufficient to meet our planned needs

and may require us to engage additional or alternative third-party manufacturers in the future.

In addition, we have entered into a fill-and-finish

agreement with a contract manufacturer to convert the aspirin product manufactured by Glatt into packaged drug product that can be utilized

in clinical trials.

We believe that both Glatt and the fill-and-finish contract manufacturer are compliant under current good manufacturing

practice, or cGMP, requirements and have experience with cGMP inspections of their respective facilities.

are using drug product manufactured by Glatt to conduct clinical trials to support approval of a section 505(b)(2) New Drug Application

(“NDA”) for the aspirin product.

An initial trial is taking place to study the pharmacokinetics of aspirin and its metabolites

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

single dose of standard oral aspirin.

This initial trial is expected to enroll at least eight healthy adult volunteers with each dose

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

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

We plan to design a second clinical trial to demonstrate

that sublingual administration of the final selected aspirin formulation delivers therapeutic concentrations of drug into the bloodstream,

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

This clinical

trial should end by June 30, 2025.

Commercialization

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

clinical development.

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

to receive marketing approvals.

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

a targeted hospital and/or specialty care sales force.

to receiving marketing approvals, we expect to commence commercialization activities by building a focused sales and marketing organization

in the United States to sell our products, as well as the creation of a dedicated Medical Affairs team to support commercialization efforts.

We believe that such an organization will be able to address the physicians who are the key specialists in treating the patient populations

for which our product candidates are being developed.

Outside the United States, we expect to enter into distribution and other marketing

arrangements with third parties for any of our product candidates that obtain marketing approval.

also plan to build a marketing and sales management organization to create and implement marketing strategies for any products that we

market through our own sales organization and to oversee and support our sales force.

The responsibilities of the marketing organization

would include developing educational initiatives with respect to approved products and establishing relationships with thought leaders

in relevant fields of medicine.

Company has developed and acquired disruptive sublingual delivery technologies that are a Novel Soluble Formulation which address emergencies

and drug efficacy, dosage management, and response time.

In March 2023, the Company filed application number 63/456,290 with the United

States Patent and Trademark Office (“USPTO”) with the goal of securing patent protection for its new technology and aspirin

The Company’s new patent pending formulation is a significant improvement on the previous formulation which was acquired

by the Company through the Instaprin Pharmaceuticals, Inc.

acquisition (described below).

This technology will facilitate development

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

formulation, and “trade secret” process.

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

which allows for rapid sublingual absorption.

The benefits of “rapid absorption” are to provide nearly instant treatment

impact and also allows high dose absorption.

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

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

A second patent application

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

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

the initial launch of its aspirin product, Aspire has focused on the delivery of aspirin, which may be the most studied and accepted

analgesic and anti-inflammatory drug on the market.

Aspirin is over a century old and is traditionally available in several forms, including

effervescence, powder, capsule, and tablet.

Over 100 years of documented safety and efficacy data is readily available.

Aspirin is the

only drug in history to receive a certified recommendation by the FDA for heart attack, stroke and colon cancer.

However, current aspirin

applications are limited due to side effects from acidity.

We expect that our aspirin product will be well positioned to target the current

Opioid Crisis globally due to its ability to have large doses rapidly be absorbed in the bloodstream with no harmful effects to the gastric

system and its mucous membrane, as well as, at full strength with no dilution due to metabolic impact providing true anti-inflammatory

therapeutic effects to users providing true pain management relief to them.

Aspire plans to seek FDA 505(b)(2) Fast Track designation

in 2025 for the prescription strength high dose aspirin product given the history of safety in Q4 of 2024 of Aspirin (and over 100 years

Additionally,

an OTC FDA Monograph permit would allow for an expedited “go to market” so long as the aspirin product is available as an

“over-the-counter” drug and has a monograph on the safety profile and claims that may be made as authorized by the FDA.

Company must follow the issues within the OTC Monograph and may “go to market” if the Company does follow those requirements.

If the Company’s drug product, claims, warnings and other issues follow the statements in the Monograph, then the product would

be deemed to be “Compliant”.

Our FDA counsel has had informal communications with the FDA in 2024 regarding the possibility

of Aspire selling an OTC Monograph product but being able to drop one warning (regarding gastric issues), and those discussions will

continue (a written approval of this possibility would be the “ruling” we seek).

The Company may decide to sell the aspirin

product and be consistent with the Monograph.

While the OTC Monograph doesn’t permit the claim “sublingual administration”

of the drug, the Company could offer the product as an oral administration (at first, if it chooses to early-market an OTC product consistent

with the monograph) and may discuss with FDA the value of sublingual administration as an exception to the monograph.

Development Status of Aspire’s aspirin product

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

Glatt used this batch to finalize

the packaging and manufacturing process, and to provide the products to be used in the current clinical tests which are taking place

in Florida and will end by June 30, 2025.

Glatt’s scientific team will also be conducting the stability testing required by the

FDA on this batch to determine product shelf life.

This is in addition to prior similar initial testing done in 2022 by Glatt which provided

important background data on the stability and manufacturing process for Aspire’s low dose sublingual aspirin product.

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

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

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

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

composition, strength, route of administration, prescription v.

OTC, indications, dosing and claims to differentiate from other aspirin

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

CMC, preclinical

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

These reviews were done in preparation

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

is currently conducting an in vivo single-dose bioavailability study in healthy human volunteers which should end by June 30, 2025 (“Trial

This clinical trial is evaluating pharmacokinetic endpoints including but not limited to maximum concentrations of aspirin

and/or its metabolites in plasma (“Cmax”), time of maximum concentrations (“Tmax”), and area under the time curve

concentrations (“AUC”) following sublingual dosing of two different pharmaceutical formulations of Aspire’s sublingual

aspirin compared to standard oral aspirin.

Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure of platelet inhibition) will

be evaluated as a secondary endpoint.

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

of aspirin and to design a pivotal Trial 2, if needed, to support filing of an NDA.

Trial 1 will be exempt from Investigational New Drug

(IND) filing requirements under 21 C.F.R.

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

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

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

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

completion of Trial 1, Aspire intends to submit a section 505(b)(2) NDA for its high-dose aspirin product.

Aspire plans to propose a

later clinical trial—for purposes of further FDA applications— (“Trial 2”) in approximately 24 healthy human

volunteers to evaluate the pharmacodynamic effect of a single dose of Aspire’s high dose aspirin on platelet inhibition compared

to that of standard oral aspirin.

The proposed primary endpoint for Trial 2 would be time to TXB2 inhibition.

Variability of TXB2 inhibition

and pharmacokinetic parameters (Cmax, Tmax, AUC, etc.) for aspirin and/or its metabolites in plasma will be analyzed as secondary endpoints

Trial 2 will be designed to demonstrate a shorter time to clinically meaningful pharmacodynamic effect (TXB2 inhibition) following administration

of Aspire’s aspirin compared to standard oral aspirin (standard of care for treatment of suspected acute myocardial infarction).

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

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

Additional clinical trials focused on differentiating

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

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

focused on the antithrombotic and analgesic effects of aspirin.

Development Status of Other Products

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

and 10mg doses.

In the next two quarters, Aspire will develop and validate the manufacturing process based on this formulation.

may conduct a limited pharmokinetic study using at least eight volunteers, comparing to orally administered melatonin products on the

market, in order to support its claims and labeling.

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

is a wildly popular sleep aid and Aspire has begun exploring licensing possibilities.

This formulation will be patent protected in due

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

In the first three

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

These products

will be patent protected in due course.

Testosterone:

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

A patent application for the formulation

will be filed in due course.

In the third and fourth quarters of 2025, subject to funding, Aspire will develop and validate the manufacturing

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

Aspire will conduct a

Phase One clinical test in approximately the fourth quarter of 2025 for pharmokinetical validation of product properties, using approximately

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

Aspire anticipates, based on these results, to request a pre-IND

meeting with the FDA in the first quarter of 2026, followed by Phase Two clinical testing.

Aspire anticipates this testing to use approximately

32 volunteers.

Aspire intends to submit an NDA for the testosterone product under 505(b)(2) to the FDA in the first or second quarter

Testosterone is not a candidate for fast-track approval, so the NDA approval process will likely take as much as three years.

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

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

Aspire’s scientific team has developed a working formula for a single dose sublingual pre-workout supplement as well

as a single dose “coffee or soda replacement” with health benefits, using its patent-pending sublingual absorption technology.

Aspire has manufactured trial runs of this supplement and has been conducting consumer and safety testing in Q2 2025.

Aspire has entered

into a manufacturing agreement with Desert Stream, Inc., a nutrition and supplement manufacture with much experience in caffeine products.

Aspire and Desert Stream have developed a half dozen flavors of the product.

Aspire intends to launch this product into the market approximately

July 1, 2025.

Aspire has registered two trademarks that it intends to use with these products and obtained appropriate domain names as

Aspire’s scientists are currently considering formulations for anti-nausea products, anti-psychotic products, ED drugs,

seizure medication, and several other classes of drugs, all using our sublingual mode of administration.

We anticipate taking several

of these products to market as the research and development dictates, as well as market conditions and company funding.

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

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

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

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

Any product candidates

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

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

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

approvals of treatments and commercializing those treatments.

These same competitors may invent technology that competes with our product

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

among a smaller number of our competitors.

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

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

complementary to, or necessary for, our programs.

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

through collaborative arrangements with large and established companies.

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

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

government and other third-party payors.

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

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

Our competitors

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

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

In addition, we expect that our products,

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

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

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

and, if approved, other product candidates currently under development.

To our knowledge, there are currently no sublingual aspirin products

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

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

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

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

without infringing on the proprietary rights of others;

and to prevent others from infringing our proprietary or intellectual property

Our practice is to seek to protect our proprietary and intellectual property position by, among other methods, filing U.S.

international patent applications related to our proprietary drug candidates, inventions and improvements that are important to the development

and implementation of our business.

We also rely on trade secrets, know-how and continuing technological innovation to develop and maintain

our proprietary and intellectual property position.

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

PCT/US2024/022318 (which claims priority to

Application No.

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

PCT/US2024/022318 will have a nominal

expiration of March 29, 2044.

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

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

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

The patent applications cover composition of matter (formulations),

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

patent application Serial No.

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

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

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

These PCT applications have PCT Application

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

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

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

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

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

Aspire’s aspirin formulation technology

is covered by pending patent application nos.

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

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

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

Registration No.

4823125 (granted from Trademark Serial No.

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

documents due on March 29, 2022.

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

which was executed one day prior to the filing deadline.

Aspire has filed new trademark application Serial No.

98793226, which covers

the “Instaprin” mark.

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

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

Aspire’s management

had always intended to build upon the acquired intellectual property assets and enhance the patent protections and apply the technology

to new patented products and classes of products.

Aspire has maintained the relationships with the individuals who cultivated the original

science and research.

Aspire has built upon these technologies, research, and relationships to improve and expand upon the previous intellectual

property as reflected in their most recent patent applications.

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 9).

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.

line of credit Agreement

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

Under the ELOC Agreement, the Company has the right, but not the obligation, to direct Arena to purchase

up to $100,000,000 in shares of the Company’s common stock (the “ELOC Shares”) upon satisfaction of certain terms and

conditions contained in the ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering

the resale of ELOC Commitment Shares (as defined below) and additional shares to be sold to Arena from time to time under the ELOC Agreement.

The term of the ELOC Agreement began on the date of execution and ends on the earlier of (i) the first day of the month following the

36-month anniversary of the execution date, (ii) the date on which the Investor shall have purchased the maximum amount of ELOC Shares,

or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the “Commitment

the Commitment Period, the Company may direct Arena to purchase ELOC Shares by delivering a notice (an “Advance Notice”)

The Company shall, in its sole discretion, select the amount of ELOC Shares requested by the Company in each Advance Notice.

However, such amount may not exceed the Maximum Advance Amount (as defined in the ELOC Agreement).

The purchase price to be paid by Arena

for the ELOC Shares will be ninety-six percent (96%) of the VWAP (as defined in the ELOC Agreement) of the Company’s common stock

during the trading day commencing on the date of the Advance Notice, subject to adjustment pursuant to the terms of the ELOC Agreement;

provided, however, that the purchase price will never be less than the floor price of $4.00 per share.

consideration for Arena’s execution and delivery of the ELOC Agreement, the Company agreed to issue or cause to be issued or transferred

to Arena 1,893,473 shares of common stock (the “ELOC Commitment Shares”), of which 786,946 will be freely tradable, subject

to a leak out agreement (the “Leak Out Agreement”) whereby the Investors’ sales may not exceed 15% of the daily trading

volume of the common stock on the date of sale.

Under the ELOC Agreement, the Company also agreed to, no later than ten (10) business

days following the Closing of the Business Combination, file with the SEC a registration statement for the resale by Arena of the ELOC

Shares and the ELOC Commitment Shares, and to file one or more additional registration statements if necessary.

Purchase Agreement

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.

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

aggregate principal amount of $3,750,000 (the “Closing Debentures”).

The Closing Debentures were sold to the Investors for

a purchase price of $3,000,000, representing an original issue discount of twenty percent (20%).

The Company may issue additional Debentures

under the terms of the Securities Purchase Agreement if the Requisite Holders agree.

Any such additional closings would be in such amounts

as the Company and the Requisite Holders mutually agree upon and would be subject to substantially the same closing conditions as the

Closing Debentures.

consideration for the Investors’ consummation of the SPA Closing, concurrently with the SPA Closing, the Company delivered, or

caused to be delivered, to each Investor its pro rata portion of 2,106,527 shares of common stock (“SPA Commitment Shares”),

of which 1,000,000 will be freely tradable, subject to a leak out agreement (the “Leak Out Agreement”) whereby each Investor’s

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

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 8, 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.

On 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.

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.

Financial Definitions/Components of Results

Company anticipates that it will earn revenue from the sale or licensing of various pharmaceutical and nutraceutical products.

March 31, 2025, no revenue has been earned.

classify our operating expenses into the following categories:

and administrative expenses.

General and administrative expenses consist primarily of personnel-related expenses for our executives,

consultants and advisors.

These expenses also include non-personnel costs, such as rent, office supplies, legal, audit and accounting

services and other professional fees.

and development expenses.

Research and development expenses include internal personnel and third-party consulting costs related

to preliminary research and development of the Company’s products.

and marketing expenses.

Sales and marketing expenses consist primarily of business development professional fees, advertising

and marketing costs.

Accounting Estimates

discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements,

which are prepared in conformity with accounting principles generally accepted in the United States of America.

The preparation of these

financial statements requires us to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the

information available.

These estimates and assumptions can be subjective and complex and may affect the reported amounts of assets and

liabilities, revenues, and expenses reported in those financial statements.

As a result, actual results could differ from such estimates

and assumptions.

Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements.

our significant accounting policies are described in more detail in Note 3 to our condensed consolidated financial statements appearing

in Item 1 to this Quarterly Report on Form 10-Q, we believe that the following accounting policies were most critical to the judgments

and estimates used in the preparation of our 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 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

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

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.

Accounting Pronouncements

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

Notes to Financial Statements contained elsewhere in this Current Report on Form 10-Q.

of Operations

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

From February 9, 2021 (inception) until the Company’s initial

public offering on February 23, 2022, the Company’s entire activity was in preparation for an initial public offering, and following

the Company’s IPO through September 30, 2024, the Company’s entire activity has been limited to the search for a prospective

initial Business Combination.

We will not generate any operating revenues until after completion of our initial Business Combination

at the earliest.

We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as expenses for due diligence efforts.

Our operating expenses consist of general and administrative expenses necessary

to operate and maintain the Company as we pursue one or more Business Combinations.

the three months ended September 30, 2024, we had a net loss of $537,019, which consisted of operating expenses of $630,772, interest

expense associated with the debt discount of $8,496, offset by interest earned on investments held in Trust Account of $76,746 and other

income of $25,503.

For the three months ended September 30, 2023, we had a net loss of $69,258, which consisted of operating expenses

of $324,742, offset by interest income of $255,484.

the nine months ended September 30, 2024, we had a net loss of $3,606,378, which consisted of operating expenses of $3,654,462, interest

expense associated with the debt discount of $399,990 and other expense of $33,437, offset by interest earned on investments held in

Trust Account of $481,511.

During the nine months ended September 30, 2024 there was a $2,000,000 subscription agreement expense recognized

as part of the Visiox Merger Agreement which is included in general and administrative expenses.

For the nine months ended September

30, 2023, we had a net income of $4,614,992, which consisted of operating expenses of $937,553, offset by interest income of $5,552,545.

following tables set forth the results of our operations for the periods presented, as well as the changes between periods.

The period-to-period

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

three months ended March 31, 2025 compared to the three months ended March 31, 2024

following table sets forth the Company’s condensed consolidated statements of operations data for the three months ended March

31, 2025 and 2024:

For the Three Months ended

General and administrative

Research and development

Sales and marketing

Loss from operations

(15,556,480 )

(15,325,510 )

Other income (expenses):

Interest expense

Change in fair value of derivative liabilities and convertible notes

Other income (loss), net

Income loss before income taxes

(15,941,328 )

(15,710,358 )

Income tax expense

$ (15,941,328 )

$ (15,701,358 )

and Administrative

and administrative expenses for the three months ended March 31, 2025 was $15,073,548 as compared to $132,804 for the three months ended

March 31, 2024.

The $14,940,744 increase in general and administrative reflects increases stock based compensation related to the shares

issued to an advisory firm and increase in professional services such as legal.

Exclusive of one-time stock based compensation expense

in the period, Aspire expects that its general and administrative expenses will increase in future periods commensurate with the expected

growth of its business and increased expenditures associated with its status as an exchange listed public company.

and Development

and Development expenses for the three months ended March 31, 2025 was $263,093 as compared to $10,500 for the three months ended March

The $252,593 increase in research and development reflects increases in personnel and supplies related costs as the Company

continues to develop its products.

The Company expects that its research and development expense will increase in future periods commensurate

with the expected growth of its business.

and Marketing

and marketing for the three months ended March 31, 2025 was $219,839 as compared to $87,666 for the three months ended March 31, 2024.

The $132,173 increase in sales and marketing reflects increases in marketing such as investor awareness costs as the Company continues

to develop its products.

Aspire expects that its sales and marketing expense will increase in future periods commensurate with the expected

growth of its business.

expense of $289,931 for the three months ended March 31, 2025 is a result of the accrual of interest on the convertible notes and the

amortization of debt discount associated with the notes payable – related party.

in fair value of derivative liabilities and convertible notes

in fair value of derivative liabilities and convertible notes of $94,917 for the three months ended March 31, 2025 is a result of change

in fair value of subscription loan agreements, convertible notes and forward purchase agreement liability.

and Capital Resources

the consummation of the IPO, our only source of liquidity was an initial purchase of Founder Shares by the Original Sponsor and loans

from the Original Sponsor.

February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units”) with respect to the ordinary shares included

in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $250,000,000.

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 Original Sponsor generating gross proceeds of $13,707,500.

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.

the nine months ended September 30, 2024, net cash used in operating activities was $2,826,804, net cash provided by investing activities

was $13,781,323 and net cash used in financing activities was $10,954,519.

the nine months ended September 30, 2023, net cash used in operating activities was $496,979, net cash provided by investing activities

was $284,916,127 and net cash used in financing activities was $284,916,127.

intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust

Account (less taxes payable and deferred underwriting commissions), to complete our initial Business Combination.

We may withdraw interest

income (if any) to pay taxes, if any.

Our annual tax obligations will depend on the amount of interest and other income earned on the

amounts held in the Trust Account.

We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient

to pay our taxes.

To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business

Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target

business or businesses, make other acquisitions and pursue our growth strategies.

of September 30, 2024, the Company had $0 in its operating bank account, $6,601,357 held in the Trust Account to be used for a Business

Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $6,511,072.

Company has until February 17, 2025 to consummate an initial Business Combination.

However, if the Company anticipates that it may not

be able to consummate an initial Business Combination prior to February 17, 2025, its shareholders may vote by special resolution to

amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the period of time that the Company has

to consummate the initial Business Combination (any such extended period of time, an “Extension Period”).

the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating

prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company may need to raise

additional capital through loans or additional investments from New Sponsor, shareholders, officers, directors, or third parties.

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.

Unless the shareholders vote for an additional extension, the remaining life

of the Company as of September 30, 2024 is under 12 months.

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.

Party Transactions

February 16, 2021, the Original Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares, par value $0.0001

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

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 restated.

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 below.

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

earlier to occur of:

(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

Class A 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.

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.

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, 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.

The debt discount is being amortized

to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s

expected Business Combination date at the time of each draw.

The remaining balance of the debt discount as of 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, 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.

March 5, 2024, the Company entered into the First Subscription Agreement with the New Sponsor, Visiox, the Affiliate, and the four separate

Investors, whereby the Investors collectively contributed to New Sponsor the $1,000,000 First Contribution.

May 9, 2024, the Company entered into the Second Subscription Agreement with the New Sponsor, the Affiliate, and the four separate Investors,

whereby, the Investors collectively contributed to New Sponsor the $500,000 Second Contribution and, in turn, the New Sponsor loaned

the $500,000 May Loan to the Company.

Administrative

agreed, commencing on the effective date of the IPO through the earlier of our consummation of a Business Combination or our liquidation,

to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.

three and nine months ended September 30, 2024 and 2023, the Company has incurred $30,000 and $90,000, respectively, of expenses under

this arrangement.

Underwriting Fees

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 agreed to defer the cash underwriting discount of $0.20 per share related to the over-allotment to be paid at Business Combination

($750,000 in the aggregate).

In addition, the underwriters were entitled to a deferred underwriting commissions 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

June 28, 2023, the underwriters 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 to the condensed consolidated financial statements contained elsewhere in this Quarterly Report).

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 balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

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

The 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

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.

flows for the three months ended March 31, 2025 and 2024

following table summarizes the Company’s cash flows from operating, investing and financing activities for the three months ended

March 31, 2025 and 2024:

For the three months ended

Net cash used in operating activities

$ (1,751,528 )

Net cash provided by financing activities

Cash Used in Operating Activities

cash used in operating activities was $1,751,528 during the three months ended March 31, 2025 compared to net cash used in operating

activities of $192,971 during the three months ended March 31, 2024.

The period-to-period change was a result of Aspire’s net loss

for the period, including stock-based compensation, a decrease in prepaid expenses and increase in due from related party balance partially

offset by the increase in accounts payables, increase in accrued expenses.

Cash provided by Financing Activities

the three months ended March 31, 2025, net cash provided by financing activities was $3,094,438 compared to net cash flow from financing

activities of $229,084 during the three months ended March 31, 2024.

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

from the issuance of Legacy Aspire’s common stock related to private placements prior to the Merger, and the exercise of stock

options and warrants.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024.

not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

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

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

2 unchanged sentences

or purchased any non-financial assets.

Accounting Policies

preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting

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 Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging

The assessment considers whether the instruments are freestanding 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 ordinary 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, is conducted at the time of warrant issuance

and as of each subsequent quarterly period end date while the instruments are outstanding.

The Company determined, upon further review

of the warrant agreement, that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for

equity accounting treatment.

shares Subject to Possible Redemption

account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption

rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

our control) is classified as temporary equity.

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

ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain

future events.

Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’

deficit section of our balance sheets.

Income (loss) Per Share of Ordinary shares

apply the two-class method in calculating earnings per share.

Net income per share of the Class A shares, basic and diluted is calculated

by dividing the interest income earned on the Trust Account by the weighted average number of shares of Class A ordinary shares outstanding

since original issuance.

Net income per share of ordinary shares, basic and diluted, for Class B ordinary shares is calculated by dividing

the net income, less income attributable to shares of Class A ordinary shares, by the weighted average number of shares of Class B ordinary

shares outstanding for the periods presented.

Adopted Accounting Standards

Accounting Standards

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.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, utilities and secretarial, and administrative

support services provided to the Company.

We began incurring these fees on February 23, 2022 and will continue to incur these fees monthly

until the earlier of the completion of a Business Combination or the Company’s liquidation.

Accounting Estimates

preparation of 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 financial

statements and the reported amounts of expenses during the reporting periods.

estimates requires management to exercise significant judgment.

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 financial statements, which management considered in formulating

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

Accordingly, the actual results could differ

significantly from those estimates.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We qualify as an “emerging growth company” and are allowed to comply with new or revised

accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption

of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates

on which adoption of such standards is required for non-emerging growth companies.

As such, our consolidated financial statements may

not be comparable to companies that comply with public company effective dates.

to certain conditions set forth in the JOBS Act, we may not be required to, among other things, (i) provide an auditor’s attestation

report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all

of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and

Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or

a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements

(auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive

compensation and performance and comparisons of executive compensation to median employee compensation.

These exemptions apply for a

period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as

it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide disclosure under this Item

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 2. Management’s Discussion and Analysis