RECAPITALIZATION (As Restated) (Tables)

3 Months Ended

Mar. 31, 2025

Recapitalization

SCHEDULE OF RECONCILES THE ELEMENTS OF THE BUSINESS COMBINATION


Cash-trust and cash, net of redemptions		$	811,370
Less: transaction costs, paid			(545,543	)
Net proceeds from the Business Combination			265,827

Less: accounts payable, accrued liabilities and other current liabilities combined			(1,577,057	)
Less: Promissory note fee – related party combined			(1,000,000	)
Less: Subscription agreement loans combined			(1,828,098	)
Less: Loan and transfer note payable combined			(499,214	)
Less: Forward purchase agreement liability combined			(49,034	)

Add: other, net			85,000
Reverse recapitalization, net		$	(4,602,576	)

SCHEDULE OF CONSUMMATION OF THE BUSINESS COMBINATION


PowerUp Class A common stock, outstanding prior to the Business Combination			7,765,144
Less: Redemption of PowerUp Class A common stock			(507,631	)
Class A common stock of PowerUp			7,257,513
PowerUp Class B common stock, outstanding prior to the Business Combination			—
Business Combination Class A common stock			7,257,513
Issuance of shares related working capital agreements			3,749,984
Aspire Biopharma, Inc Shares			35,000,000
Class A and B Common Stock immediately after the Business Combination			46,007,497

SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO

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

		Aspire Biopharma, In Shares				Aspire’s Shares after conversion ratio
Class A Common Stock issued to existing Aspire Biopharma, Inc Shareholders			531,822,059				33,337,500
Class A Common Stock obligation shares issued			—				1,662,500
Number of Shares			531,822,059				35,000,000