What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-13 compared with 2025-05-14 · 209 added, 221 removed, 794 unchanged (35% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

March 31, 2025

June 30, 2025

December 31, 2024

8 unchanged sentences

Notes payable – related party

Promissory note fee – related party

Other current liabilities

8 unchanged sentences

Preference shares;

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

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

Class A common stock;

1 unchanged sentence

490,000,000 shares authorized;

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

and 27,601,767 issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

For the Three Months Ended

For the Six Months Ended

OPERATING EXPENSES

General and administrative

General and administrative expenses

Research and development

Sales and Marketing

Loss from operating expenses

Total operating expenses

( 16,356,370 )

Other expenses, net:

Other income (expense):

Interest expense

Change in fair value of derivative liability and convertible notes

Total other expenses, net

Change in fair value of derivative liability

Loss on extinguishment of debt

Total other (expense) income, net

( 1,181,403 )

( 1,566,251 )

$ ( 1,981,293 )

$ ( 17,922,621 )

$ ( 327,893 )

Weighted average shares outstanding of Class A common stock

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

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

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2025

THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Preferred Stock

20 unchanged sentences

$ ( 7,952,742 )

THE THREE MONTHS ENDED MARCH 31, 2024

Shares issued pursuant to debt extinguishment

( 1,981,293 )

Balance – June 30, 2025

$ ( 20,699,854 )

$ ( 9,616,785 )

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Preferred Stock

7 unchanged sentences

( 1,467,361 )

Issuance of common stock

2 unchanged sentences

( 1,698,331 )

Issuance of common stock

Balance - June 30, 2024

$ ( 1,795,254 )

$ ( 558,109 )

$ ( 1,795,254 )

$ ( 558,109 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Interest expense

Loss on extinguishment of debt

Change in fair value of derivative liabilities

20 unchanged sentences

Supplemental disclosure of noncash activities:

Accounts payable, accrued liabilities and other current liabilities combined

Accounts payable, accrued liabilities and other current

liabilities combined

Promissory Note fee – related party combined

Subscription agreement loans combined

1 unchanged sentence

Forward purchase agreement liability combined

Issuance of Class A ordinary shares for services

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

2 unchanged sentences

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

Biopharma Holdings, Inc.

(the “Company” or “Aspire”) was incorporated in Delaware in February 2025.

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

sublingual delivery mechanisms initially for known drugs.

sublingual delivery mechanisms initially for known drugs and supplements, such as caffeine products.

August 26, 2024, PowerUp Acquisition Corp.

12 unchanged sentences

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

May 5, 2025, the Company formed a wholly owned subsidiary, Buzz Bomb Caffeine Co.

LIQUIDITY AND GOING CONCERN

1 unchanged sentence

The Company had an accumulated deficit of $ 20,699,854

as of March 31, 2025.

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

With the consummation of the

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

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

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

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

The Company’s future capital

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

and development efforts.

as of June 30, 2025.

As of June 30, 2025, working capital deficit was $ 9,567,500 and cash was $ 206,233 .

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, 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.

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

22 unchanged sentences

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

The interim results for the three months

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

The interim results for the three and six

months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for

any future period.

of Consolidation

33 unchanged sentences

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 Company’s CODM is the Chief Executive Officer, 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

46 unchanged sentences

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

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

The Company did no t have any cash equivalents as of June 30, 2025 or December 31, 2024.

Value of Financial Instruments

42 unchanged sentences

tax benefits as income tax expense.

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

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

30, 2025 and December 31, 2024.

1 unchanged sentence

accruals or material deviation from its position.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

Income (Loss) per Ordinary Share

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

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

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

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

Hence, no common stock equivalents were included in the

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

At March 31, 2025 and December 31, 2024,

potentially dilutive securities includes the public and private placement warrants.

Loss per Ordinary Share

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

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

For the three and

six months ended June 30, 2025 and June 30, 2024, the Company’s diluted weighted-average shares outstanding is equal to basic weighted-average

shares, due to the Company’s net loss position.

Hence, no common stock equivalents were included in the computation of diluted

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

At June 30, 2025 and December 31, 2024, potentially dilutive securities

includes the public and private placement warrants.

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

14 unchanged sentences

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

Adopted Accounting Pronouncements

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

Improvements to Reportable Segment Disclosures,”

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

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

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

and assess performance.

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

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

Early adoption is permitted.

The amendments are required to be

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

The Company adopted the guidance effective

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

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

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

Accounting Pronouncements Not Yet Adopted

Issued Accounting Pronouncements Not Yet Adopted

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

23 unchanged sentences

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.

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

a Delaware corporation (f/k/a PowerUp Acquisition Corp.) (“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

21 unchanged sentences

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

issued and outstanding unit of PowerUp that had 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

23 unchanged sentences

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

that was terminated effective February

17, 2025, and Target Capital X LLC (collectively, the “Investors”).

Under the Securities Purchase Agreement, the Company

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

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

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

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

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

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

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

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

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

(a firm that Mr.

Friedman controls)

that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the “Investors”).

Under the Securities

Purchase Agreement, the Company issued two 20% original issue discount senior secured convertible debentures (“Debentures”)

in an aggregate principal amount of $ 3,750,000 million, and may issue additional Debentures upon the mutual agreement of the Company

and the holders of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures

(“Requisite Holders”), under the Securities Purchase Agreement (the “Offering”).

The conversion price per share

of each Debenture is equal to 92.5 % of the lowest daily VWAP (as defined in the Debentures) of the Company’s shares of common stock

during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion

Notice (as defined in the Debentures), subject to adjustments related to the trading price of the Company’s common stock provided

that no conversion may be at a price per share less than the floor price of $ 4.00 per share ( See Note 8).

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

19 unchanged sentences

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

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

March 31, 2025:

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

June 30, 2025:

SCHEDULE OF RECONCILES THE ELEMENTS

5 unchanged sentences

( 1,577,057 )

Promissory note fee – related party combined

Subscription agreement loans combined

22 unchanged sentences

Class A Common Stock obligation shares issued

Number of Shares

and private placement warrants

21 unchanged sentences

pursuant to which SSVK loaned an aggregate of $ 250,000 to the New Sponsor, and, in turn, the New Sponsor loaned $ 250,000 to PowerUp.

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

As of June 30, 2025 and December 31, 2024, there was $ 250,000 and $ 250,000 in borrowings under the agreement, respectively.

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

9 unchanged sentences

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

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

As of June 30, 2025, there was $ 499,214

outstanding under the loan and transfer agreements.

21 unchanged sentences

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

At March 31, 2025,

At June 30, 2025,

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

1 unchanged sentence

and a residual balance due from IPO proceeds.

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

As of June 30, 2025, the balance of $ 353,679 is accrued in due to affiliate balance on

the condensed consolidated balance sheet.

The balance is due on demand.

Promissory Note Fee – related party

On October 2, 2024, PowerUp entered into a Promissory

Note Fee Agreement with Sponsor (the “Promissory Note Fee Agreement”).

Pursuant to the Promissory Note Fee Agreement, PowerUp

and Sponsor agreed that Sponsor took a significant risk on behalf of the Company by entering into the Visiox Promissory Note in exchange

for payment of the Original Promissory Note Fee, and that Sponsor should be compensated for that risk despite the termination of the right

to receive the Original Promissory Note Fee as a result of the termination of the Visiox BCA.

As consideration for the foregoing, the

Company agreed to pay Sponsor a modified promissory note fee of $ 1,000,000 (the “Modified Promissory Note Fee”) upon the successful

closing of a Business Combination.

At June 30, 2025, the Modified Promissory Note Fee is still outstanding and payable and included in

promissory note fee – related party on the condensed consolidated balance sheets.

payable – related party

3 unchanged sentences

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

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

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

At June 30, 2025 and December 31, 2024, total balance

of $ 1,331,357 and $ 1,266,832 inclusive of unamortized debt discount is included in Notes payable – related party on the accompanying

condensed consolidated balance sheet.

7 unchanged sentences

but have a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 213,278 and were unsecured.

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

condensed consolidated income statement.

the three and six months ended June 30, 2025, total amortized debt discount of $ 68,733 and $ 139,052 was included in interest expense

on the accompanying condensed consolidated income statement, respectively.

Pursuant to the February 18, 2025, subordination agreement

between two of note holder and Cobra Alternative Capital Strategies LLC, payments will not be made on the matured notes until full payment

of the Cobra obligation (See Note 8).

Pursuant to the Settlement Agreement (See Note 7), the third note was amended to extend the maturity

date to September 10, 2025.

October 2, 2024, the Company issued one non-convertible 20 % OID note payable to a related party for working capital for a total face

5 unchanged sentences

bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 12,500 and was unsecured.

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

condensed consolidated income statement.

For the three and six months ended June 30, 2025, total amortized debt discount of $ 4,121 and $ 8,379 was included in interest expense

on the accompanying condensed consolidated income statement, respectively.

Pursuant to the Settlement Agreement (See Note 7), the note

was amended to extend the maturity date to September 10, 2025.

December 30, 2024, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

5 unchanged sentences

was unsecured.

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

the accompanying condensed consolidated income statement.

December 31, 2024, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

value of $ 279,878 .

For the three and six months ended June 30, 2025, total amortized debt discount of $ 2,709 and $ 5,388 was included in interest

expense on the accompanying condensed consolidated income statement, respectively.

December 31, 2024, the Company issued one non-convertible 20 %

OID note payable for working capital to a related party for a total face value of $ 279,878 .

The note is due the earlier of September 30, 2025 (9 months from issuance);

or (ii) the date that the Company receives

gross proceeds of at least $ 2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”).

does not bear interest but has a 5 % exit fee payable on maturity or repayment and had original issuance discounts totaling $ 46,646 and

were unsecured.

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

on the accompanying condensed consolidated income statement.

or (ii) the date that the Company receives gross

proceeds of at least $ 2,500,000

in an offering of its debt or equity securities (a “Qualified Offering”).

The note does not bear interest but has a 5 %

exit fee payable on maturity or repayment and had original issuance discounts totaling $ 46,646

and were unsecured.

For the three and six months ended June 30, 2025, total amortized debt discount of $ 15,550 and $ 27,170 was

included in interest expense on the accompanying condensed consolidated income statement, respectively.

January 22, 2025, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

5 unchanged sentences

were unsecured.

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

the accompanying condensed consolidated income statement.

For the three and six months ended June 30, 2025, total amortized debt discount of $ 2,084 and $ 3,641 was included in

interest expense on the accompanying condensed consolidated income statement, respectively.

February 13, 2025, the Company issued one non-convertible 20 % OID note payable for working capital to a related party for a total face

5 unchanged sentences

were unsecured.

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

the accompanying condensed consolidated income statement.

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

For the three and six months ended June 30, 2025, total amortized debt discount of $ 2,084 and $ 3,137 was included in

interest expense on the accompanying condensed consolidated income statement, respectively.

following table reflects the outstanding balances of each note issuance at June 30, 2025 and December 31, 2024.

SCHEDULE OF NOTE ISSUANCE

Issuance date

March 31, 2025

June 30, 2025

December 31, 2024

32 unchanged sentences

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

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

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

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.

In connection with the Settlement Agreement, the Company issued 625,000 shares of common stock to Blackstone

Capital Advisors, Inc.

or its designees (see Note 10).

Pursuant to the Settlement Agreement between the Company and Aspire, the Blackstone

Subscription Agreement was amended (the “April 2025 Amended Blackstone Subscription Agreement) to extend the maturity date to August

In addition, the Company paid $ 60,000 as an addition to the principal in lender deal cost in consideration for Blackstone’s

waiver of their right to additional interest or penalties due to the default.

The amendment of the debt was accounted under ASC 470 –

Accounting for Debt modification and exchanges.

For the three and six months ended June 30, 2025, $ 364,109 was recorded as loss of extinguishment

of debt in the accompanying condensed consolidated income statements.

At June 30, 2025, total fair value of $ 525,344 is included in subscription

agreement loan on the accompanying condensed consolidated balance sheet.

and Second Subscription Agreements

2 unchanged sentences

agreements, respectively.

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

At June 30, 2025, $ 1,500,000 owing under these agreements is included in subscription agreement loan balance

on the condensed consolidated balance sheet.

21 unchanged sentences

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

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

At June 30, 2025, the fair value of $ 3,617,508

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

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

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

on the condensed consolidated statement of income.

three and six months ended June 30, 2025, $ 187,500 and $ 274,038 debt discount amortized was included in interest expense on the condensed

consolidated statement of income, respectively.

For the three and six months ended June 30, 2025, change in fair value of $ 254,654 and

$ 343,470 was included in change in fair value of derivatives on the condensed consolidated statement of income, respectively.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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

These holders are entitled to certain

demand and “piggyback” registration rights.

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

any such registration statements.

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

outstanding 9,763,333 Private Placement Warrants.

These holders are entitled to certain demand

and “piggyback” registration rights.

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

registration statements.

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

9,763,333 Private Placement Warrants.

The Registration Statement was declared effective on May 30, 2025.

Line of Credit (“ELOC”) Agreement

7 unchanged sentences

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

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

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

tradable upon the closing the Business Combination.

In consideration for the Investor’s execution and delivery of this ELOC Agreement, the Company issued to Arena

2,000,000 Common Shares (the “Commitment Fee Shares”), of which 893,473 became freely tradable upon the closing of the Business

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

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

and convertible notes on the accompanying condensed statement of income.

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

purchase agreement liability on the accompanying condensed balance sheet.

Promissory Note

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

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

by entering into the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee, and that Sponsor should be compensated

for that risk despite the termination of the right to receive the Original Promissory Note Fee as a result of the termination of the

As consideration for the foregoing, the Company agreed to pay Sponsor a modified promissory note fee of $ 1,000,000 (the “Modified

Promissory Note Fee”) upon the successful closing of a Business Combination.

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

outstanding and payable.

three and six months ended June 30, 2025, change in fair value of the purchase agreement was a gain of $ 18 and a loss of $ 251 was included

in change in fair value of derivatives and convertible notes on the accompanying condensed statement of income, respectively.

30, 2025, the balance of $ 49,285 is included in forward purchase agreement liability on the accompanying condensed balance sheet.

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

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

At March 31, 2025 and December 31, 2024,

At June 30, 2025 and December 31, 2024,

there were no preference shares issued or outstanding.

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

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

As of June 30, 2025 and December 31, 2024, there were 49,525,970 and 27,601,767 shares of Class A common stock issued and outstanding,

respectively.

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

61 unchanged sentences

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

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

determine such fair value.

basis at June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value.

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

Quoted Prices in

Quoted Prices in Active Markets

Significant Other

Active Markets

March 31, 2025

June 30, 2025

Subscription financial liabilities

14 unchanged sentences

interest rate.

key inputs of the models used to value the Company’s Subscription Agreement loan were:

key inputs of the models used to value the Company’s Subscription Agreement loans were:

OF SUBSCRIPTION FINANCIAL LIABILITIES

March 31, 2025

June 30, 2025

Term Remaining

4 unchanged sentences

Assumed in Business Combination

Debt extinguishment

Addition to principal

Change in fair value

Subscription Agreement loans at March 31, 2025

Subscription Agreement loans at June 30, 2025

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

8 unchanged sentences

related to expected share-price volatility, expected life and risk-free interest rate.

There were no draws for the three months ended

March 31, 2025;

There were no draws for the six months ended June

therefore, no valuation was required.

4 unchanged sentences

Change in fair value

Subscription Agreement loans at March 31, 2025

Subscription Agreement loans at June 30, 2025

discussed in Note 7, the convertible notes are classified and accounted for as a financial liability of which will be measured at fair

6 unchanged sentences

interest rate.

key inputs of the models used to value the Company’s convertible notes as of March 31, 2025 were:

key inputs of the models used to value the Company’s convertible notes as of June 30, 2025 were:

OF CONVERTIBLE NOTES

March 31, 2025

June 30, 2025

Term Remaining

5 unchanged sentences

Change in fair value

Subscription Agreement loans at March 31, 2025

Convertible notes at March 31, 2025

Change in fair value

Convertible notes loans at June 30, 2025

discussed in Note 9, the forward purchase agreement are classified and accounted for as a financial liability of which will be measured

8 unchanged sentences

related to expected share-price volatility, expected life and risk-free interest rate.

There were no draws for the three months ended

March 31, 2025;

There were no draws for the six months ended June

therefore, no valuation was required.

4 unchanged sentences

Change in fair value

Subscription Agreement loans at March 31, 2025

Forward purchase agreement at March 31, 2025

Change in fair value

Forward purchase agreement at June 30, 2025

SEGMENT INFORMATION

15 unchanged sentences

OF SEVERAL KEY METRICS INCLUDED IN NET LOSS AND TOTAL ASSETS

For the Three Months Ended

June 30, 2025

December 31, 2024

For the Three Months Ended

March 31, 2025

March 31, 2024

For the Three Months Ended March 31, 2025

For the Three Months Ended March 31, 2024

For the Six Months Ended

General and administrative expenses

12 unchanged sentences

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

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

compliance deficiency under the Nasdaq Listing Rules.

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

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

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

The deficiency

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

Under Nasdaq Listing

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

In order to do

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

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

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

for continued listing on The Nasdaq Global Market.

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

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

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

Alternatively, the Company may apply for a transfer

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

on The Nasdaq Capital Market.

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

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

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

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

Notices and Settlement Agreement

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

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

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

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

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

that was terminated effective February 17,

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

made within the automatic extension period.

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

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

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

Pursuant to the

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

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

were rendered null and void.

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

Additionally, the Agreement provides for

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

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

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

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

later than May 13, 2025.

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

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

Direct Registration System.

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

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

July 24, 2025, Michael Howe, Director and Chief Executive Officer of Aspire Biopharma Holdings, Inc.

(the “Company”), notified

the Board of Directors of his intention to step down from the role of Director and Chief Executive Officer, and also on July 24, 2025,

Gary Stein and Barbara Sher notified the Board of Directors of their intentions to step down from their roles as Directors.

In connection

with this transition, the Board of Directors appointed Kraig Higginson, currently the Chairman of the Board of Directors, to serve as

Interim Chief Executive Officer of the Company, and the Board of Directors appointed Howard Doss, to serve as Director and Chairman of

the Audit Committee of the Company.

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

What changed 10-Q

Item 1. Financial Statements