Note 1. Description of Organization and Business

Organization and Business

Aspire Biopharma Holdings, Inc. (the “Company” or “Aspire”) was incorporated as PowerUp Acquisition Corp., a Cayman Islands exempted company, on February 9, 2021, then domesticated to Delaware as a corporation on February 17, 2025. On February 17, 2025, the Company completed the reverse recapitalization transaction (“Reverse Recapitalization”) (see Note 3. Reverse Recapitalization) and changed its name to Aspire Biopharma Holdings, Inc.

Aspire is an early-stage biopharmaceutical company which engages in the business of developing and marketing disruptive technology for novel sublingual delivery mechanisms initially for known drugs and supplements, such as aspirin and caffeine products.

The Company has two wholly-owned subsidiaries, Aspire Biopharma Inc., a Delaware corporation, formed on October 8, 2021, and Buzz Bomb Caffeine Co. LC, a Utah LLC, formed on May 5, 2025.

Reverse Recapitalization

On August 26, 2024, the Company (then known as PowerUp Acquisition Corp.) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Srirama Associates, LLC, a Delaware limited liability company (the “New Sponsor”), Stephen Quesenberry, in the capacity as the seller representative, and Aspire Biopharma, Inc., a Puerto Rico corporation.

On February 17, 2025 (the “Closing Date”), the Company consummated the reverse recapitalization transaction (the “Reverse Recapitalization”) in accordance with the terms of the Merger Agreement. In connection with the consummation of the Reverse Recapitalization, the Company changed its name from PowerUp Acquisition Corp. to “Aspire Biopharma Holdings, Inc.” (see Note 3. Reverse Recapitalization).

Reverse Stock Split

On January 16, 2026, the Company effected a 1-for-40 reverse stock split with respect to its common stock (the “Reverse Split”). All share and per share information in these unaudited condensed consolidated financial statements gives effect to this reverse stock split, including restating prior period amounts.

On May 11, 2026, the Company effected a 1-for-30 reverse stock split with respect to its common stock (the “Second Reverse Split”) (collectively with the Reverse Split, the “Reverse Splits”). All share and per share information in these unaudited condensed consolidated financial statements gives effect to the Reverse Splits, including restating prior-period amounts.

The Reverse Splits had no effect on the Company’s authorized number of shares of common stock, the par value of common stock, the public warrants outstanding, total assets, total liabilities, or stockholders’ equity (deficit). The Company restated the common stock outstanding (shares and amount) and additional paid-in capital to reflect the number of shares outstanding after the Reverse Splits.

Liquidity and Management’s Plan

The Company’s primary sources of liquidity have been cash from financing activities. As of June 30, 2026, working capital was $11,779,348 and cash and cash equivalents was $12,167,136. For the six months ended June 30, 2026, net loss was $4,491,034 and accumulated deficit totaled $31,749,115.

In February 2025, the Company received proceeds of approximately $265,827 as a result of the Reverse Recapitalization. Immediately after the consummation of the Reverse Recapitalization, the Company received $3,000,000 from the issuance of convertible notes and an additional net proceeds of $2,661,459 after partial repayment of the convertible notes and deal costs pursuant to the August 19, 2025 Securities Purchase Agreement. In February 2026, the Company entered into a Securities Purchase Agreement (see Note 7. Securities Purchase Agreement) to which it received a net payout of approximately $6,777,206 after repayment of the remaining convertible notes and deal costs under the first tranche for purchases of convertible preferred stock. The Company also entered into an ELOC agreement in November 2025, pursuant to which it can sell up to $100 million in common stock over 24 months. In April 2026, the Company closed the final tranche of the Securities Purchase Agreement and received an additional $9,000,000 after payment of applicable fees.

Management has determined that the Company’s current liquidity position is sufficient to fund its operations for at least one year after the filing of these unaudited condensed consolidated financial statements.