Reverse Recapitalization

6 Months Ended

Jun. 30, 2026

Note 3. Reverse Recapitalization

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

On February 17, 2025 prior to the time of the consummation of the Reverse Recapitalization (the “Closing Date”), Merger Sub merged with and into Aspire Biopharma, Inc., with Aspire Biopharma, Inc. being the surviving company. After giving effect to the Reverse Recapitalization, Aspire Biopharma, Inc. became a wholly-owned subsidiary of Aspire Biopharma Holdings, Inc., a Delaware corporation (f/k/a PowerUp Acquisition Corp.) (“New Aspire”).

In accordance with the Merger Agreement, PowerUp migrated out of the Cayman Islands and domesticated as a Delaware corporation. Also, prior to the Closing Date, Aspire Biopharma, Inc. deregistered as a Puerto Rican entity and domesticated as a Delaware corporation (the “Aspire Domestication”). In connection with the Aspire Domestication, all issued and outstanding shares of Aspire’s pre-domestication voting common stock, Series A preferred stock, and any unconverted warrants automatically converted, on a one-for-one basis, into shares of the post-domesticated entity’s common stock, Series A preferred stock, and warrants, respectively.

The Reverse Recapitalization was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, PowerUp, who is the legal acquirer, was treated as the “acquired” company for financial reporting purposes and Aspire Biopharma, Inc. was treated as the accounting acquirer. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of a capital transaction in which Aspire issued stock for the net assets of PowerUp. The net assets of PowerUp will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Aspire Biopharma, Inc.

Transaction Proceeds

Upon the closing of the Reverse Recapitalization, the Company received gross proceeds of $811,370, offset by total transaction costs of $545,543.

The following table reconciles the elements of the Reverse Recapitalization to the unaudited consolidated statement of cash flows and the unaudited consolidated statement of changes in stockholders’ deficit:


Cash-trust and cash, net of redemptions	$	811,370
Less: transaction costs, paid		(545,543	)
Net proceeds from the Reverse Recapitalization		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 notes payable combined		(499,214	)
Less: Forward purchase agreement liability combined		(49,034	)

Add: Other assets, net		85,000
Reverse Recapitalization, net	$	(4,602,576	)

The following table summarized the number of shares of common stock issued and outstanding immediately following the consummation of the Reverse Recapitalization:


PowerUp Class A common stock, outstanding prior to the Reverse Recapitalization	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 Reverse Recapitalization	—
Total Reverse Recapitalization Class A common stock, before giving effect to Reverse Splits (see Note 1. Description of Organization and Business)	7,257,513
Reverse Recapitalization Class A common stock, after giving effect to the Reverse Splits (see Note 1. Description of Organization and Business)	6,048
Issuance of shares related to working capital agreements	3,125
Aspire Biopharma, Inc. shares	29,167
Common Stock immediately after the Reverse Recapitalization, after giving effect to the Reverse Splits (see Note 1. Description of Organization and Business)	38,340

The following table summarizes the number of Aspire Biopharma, Inc. shares after giving effect to the Reverse Splits (see Note 1. Description of Organization and Business):

	Aspire Biopharma, Inc. shares		Aspire’s shares after conversion ratio
Common stock issued to existing Aspire Biopharma, Inc. shareholders		443,185		27,781
Common stock obligation shares issued		—		1,386
Number of common shares		443,185		29,167

Public and private placement warrants

There were 14,374,969 Public Warrants issued at the time of the PowerUp’s initial public offering, and 8,199 private placement warrants, after giving effect to the Reverse Splits (see Note 1. Description of Organization and Business), issued in connection with the private placement at the time of the PowerUp’s initial public offering (the “Private Placement Warrants”) which remained outstanding and became warrants of the Company.