What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-13 compared with 2025-05-14 · 221 added, 167 removed, 564 unchanged (41% of the section changed)

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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

should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June

30, 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 20, 2025

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

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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.

are an early-stage biopharmaceutical and supplements 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.

Prior to our 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.

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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

used 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.

A clinical trial was recently completed in Florida studying 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.

This trial enrolled six healthy adult volunteers with each dose separated by a washout period of

fourteen days and provided information required to (i) select the optimal drug product formulation and (ii) support FDA approval.

trial also studied sublingual administration of our aspirin products and how it 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 concluded in July, 2025.

We expect to receive the final report in the middle of August 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.

of Aspirin Products

have not yet established a sales, marketing or product distribution infrastructure for our aspirin products 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

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in relevant fields of medicine.

also seek to license our technology.

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

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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.

the initial development 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

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

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 of history).

Additionally,

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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.

the packaging and manufacturing process, and to provide the products which were used in the clinical trials which took place in Florida

and ended in July, 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

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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

is recently conducted an in vivo single-dose bioavailability study in healthy human volunteers which ended in July, 2025.

This clinical

trial evaluated 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

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

Data from this bioavailability study will be used to select the optimal pharmaceutical formulation of aspirin and to support filing of

This trial was 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.

receipt and analysis of the clinical trial results, Aspire intends to submit a section 505(b)(2) NDA for its high-dose aspirin product.

Aspire may propose a later clinical trial—for purposes of further FDA applications, if needed—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.

The proposed primary endpoint for an additional trial would be time to TXB2 inhibition.

of TXB2 inhibition and pharmacokinetic parameters (Cmax, Tmax, AUC, etc.) for aspirin and/or its metabolites in plasma will be analyzed

as secondary endpoints.

If needed, the additional trial 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 an additional trial, Aspire would 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.

and 10mg doses and has created a batch of product and done limited testing.

Aspire 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

Melatonin is a wildly popular sleep aid and Aspire has begun

exploring licensing possibilities.

This formulation will be patent protected in due course.

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.

These products will

be patent protected in due course.

Testosterone:

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will be filed in due course.

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

In the first and second quarters of 2026, 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

Phase One clinical test in approximately the third quarter of 2026 for pharmokinetical validation of product properties, using approximately

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

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

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

meeting with the FDA in the fourth 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 intends to submit an NDA for the testosterone product under 505(b)(2) to the FDA in the fourth quarter of 2026

at the earliest.

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

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

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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 has manufactured trial runs of this supplement and conducted consumer and safety testing in Q2 2025.

Aspire entered into a manufacturing

agreement with Desert Stream, Inc., a nutrition and supplement manufacture with experience in caffeine products, through its wholly owned

subsidiary Buzz Bomb Caffeine Company LC.

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 has registered

several trademarks that it intends to use with these products and obtained appropriate domain names as well.

Aspire unveiled its caffeine

product at two large fitness conventions in the first week of August 2025 and plans to begin to sell initial versions of its caffeine

products in the third quarter of 2025.

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

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

Aspire is in the

process of preparing an omnibus patent to extend its novel intellectual property rights to cover many other classes of drugs and supplements,

and anticipates filing that patent in Q3 2025.

Registration No.

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

As a result of the floor

price and the current market price, the Company has not filed such registration statement and does not believe that the ELOC will result

in increased liquidity for the Company.

Purchase Agreement

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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

of which 1,000,000 were 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.

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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.

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.

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.

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

June 10, 2025, Kraig Higginson, Chief Executive Officer of the Company resigned from the role of Chief Executive Officer and continues

to serve as Chairman of the Board of Directors.

On June 10, 2025, the Board of Directors appointed Michael Howe, currently a member of

the Board of Directors, to serve as Chief Executive Officer of the Company.

Howe will continue to serve as a director on the Board.

July 24, 2025, Michael Howe, Director and Chief Executive Officer of the Company, stepped down from the role of Director and Chief Executive

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, effective July 24, 2025.

The Company is currently undergoing a

search for a permanent CEO with appropriate experience.

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.

June 30, 2025, no revenue has been earned.

classify our operating expenses into the following categories:

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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

three and six months ended June 30, 2025 and June 30, 2024

following table sets forth the Company’s condensed consolidated statements of operations data for the three months ended June 30,

2025 and 2024:

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Loss from operations

(15,556,480 )

(15,325,510 )

Other income (expenses):

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Change in fair value of derivative liabilities and convertible notes

Other income (loss), net

Loss on extinguishment of debt

Total other income (loss), net

Income loss before income taxes

(15,941,328 )

(15,710,358 )

Income tax expense

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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 administrative expenses for the three months ended June 30, 2025 was $395,692 as compared to $86,423 for the three months ended June

The $309,269 increase in general and administrative reflects increases in professional services such as legal and accounting.

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

and Development expenses for the three months ended June 30, 2025 was $352,887 as compared to $10,500 for the three months ended June

The $342,387 increase in research and development reflects increases in personnel and supplies related costs as the Company

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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

and marketing for the three months ended June 30, 2025 was $51,311 as compared to $0 for the three months ended June 30, 2024.

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 $527,893 for the three months ended June 30, 2025 is a result of the accrual of interest on the convertible notes, subscription

agreement 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 $289,401 for the three months ended June 30, 2025 is a result of change

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

on extinguishment of debt

the three months ended June 30, 2025, the Company recorded $364,109 of loss on extinguishment of debt of $364,109 resulting from the

amendment to the Blackstone Note.

following table sets forth the Company’s condensed consolidated statements of operations data for the six months ended June 30,

2025 and 2024:

For the Six Months ended

General and administrative

Research and development

Sales and marketing

Loss from operations

(16,356,370 )

(16,028,477 )

Other income (expenses):

Interest expense

Change in fair value of derivative liabilities and convertible notes

Loss on extinguishment of debt

Total other income (loss), net

Income loss before income taxes

(17,922,621 )

(17,594,728 )

Income tax expense

$ (17,922,621 )

$ (17,594,728 )

and Administrative

and administrative expenses for the six months ended June 30, 2025 was $15,469,240 as compared to $219,227 for the six months ended June

The $15,250,013 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 and accounting.

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 six months ended June 30, 2025 was $615,980 as compared to $21,000 for the six months ended June 30

The $594,890 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 six months ended June 30, 2025 was $271,150 as compared to $87,666 for the six months ended June 30, 2024.

$183,484 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.

expense of $817,854 for the six months ended June 30, 2025 is a result of the accrual of interest on the convertible notes, subscription

agreement 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 derivative liabilities and convertible notes of $384,318 for the six months ended June 30, 2025 is a result of change

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

on extinguishment of debt

the six months ended June 30, 2025, the Company recorded $364,109 of loss on extinguishment of debt of $364,109 resulting from the amendment

to the Blackstone Note.

and Capital Resources

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.

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

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

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, $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.

Company’s future capital requirements will depend on many factors, including the timing and extent of spending to support further

sales and marketing and research and development efforts.

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

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.

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

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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

flows for the six months ended June 30, 2025 and 2024

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

June 30, 2025 and 2024:

For the six months ended

Net cash used in operating activities

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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 used in operating activities was $2,891,838 during the six months ended June 30, 2025 compared to net cash used in operating activities

of $249,215 during the six months ended June 30, 2024.

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

including stock-based compensation, a increase in prepaid expenses and increase in due from related party balance partially offset by

the increase in accounts payables.

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.

the six months ended June 30, 2025, net cash provided by financing activities was $3,094,438 compared to net cash flow from financing

activities of $257,645 during the six months ended June 30, 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 issuance of convertible

Sheet Financing Arrangements

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.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not 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.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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What changed 10-Q

Item 2. Management’s Discussion and Analysis