NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

While preparing the Company’s second quarter 2025 condensed consolidated financial statements, the Company identified an error in the Company’s condensed consolidated financials for the quarter ended Meach 31, 2025 that caused an understatement to liabilities and a corresponding overstatement of equity The error had no cash impact and no impact on net loss.

Prior to the close of the business combination, 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 the close of the Business Combination in February, 2025, the $1,000,000 fee was unpaid and Aspire Biopharma Holdings Inc. assumed the obligations. The disclosure was made on the March 31, 2025 financial statements but the corresponding liability and equity entry was not recorded at close of the business combination. This Amendment is being filed to restate the financial statements to reflect the recognition of this liability in the Company’s financial statements.

The effects of the restatements on the Condensed Consolidated Balance Sheet as of March 31, 2025 are as follows:

SCHEDULE OF ACCOUNTING CHANGES AND ERROR CORRECTIONS

The effects of the restatements on the Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2025 are as follows: