RECAPITALIZATION (Tables) - Parent Company [Member]
|
6 Months Ended |
Jun. 30, 2025 |
|---|
| SCHEDULE OF RECONCILES THE ELEMENTS OF THE BUSINESS COMBINATION |
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 |
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:
SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO
| | |
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 | |
|
| SCHEDULE OF NOTE ISSUANCE |
The
following table reflects the outstanding balances of each note issuance at June 30, 2025 and December 31, 2024.
SCHEDULE OF NOTE ISSUANCE
| Issuance date | |
June 30, 2025 | | |
December 31, 2024 | |
| September 27, 2024 | |
| 898,319 | | |
| 920,240 | |
| October 2, 2024 | |
| 65,625 | | |
| 65,513 | |
| December 30, 2024 | |
| 39,266 | | |
| 38,569 | |
| December 31, 2024 | |
| 269,680 | | |
| 242,510 | |
| January 22, 2025 | |
| 29,545 | | |
| - | |
| February 13, 2025 | |
| 28,921 | | |
| - | |
| Total | |
| 1,331,356 | | |
| 1,266,832 | |
|