Note 4. Related Party Transaction

Loan and transfer agreements

In order to finance transaction costs in connection with the Reverse Recapitalization, the New Sponsor or an affiliate of the New Sponsor, or certain affiliates of PowerUp loaned monies for working capital purposes (“Working Capital Loans”) by entering into several Loan and Transfer Agreements.

On February 17, 2025, the Company assumed $250,000 of liabilities related to the December 21, 2023, Loan and Transfer Agreement with the New Sponsor and SSVK Associates, LLC (“SSVK”). As of June 30, 2026, and December 31, 2025, there was $0 and $250,000, respectively, in borrowings outstanding under the agreement and included in loan and transfer notes payable-related on the accompanying unaudited condensed consolidated balance sheets.

On February 17, 2025, the Company assumed $50,000 of liabilities related to the January 9, 2024 Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (“Apogee”). As of June 30, 2026 and December 31, 2025, there was $0 and $50,000, respectively, in borrowings outstanding under the agreement and included in loan and transfer notes payable-related party on the accompanying unaudited condensed consolidated balance sheets.

On February 17, 2025, the Company assumed $149,214 of liabilities related to the January 10, 2024 Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (“Sheth”). As of June 30, 2026, and December 31, 2025, there was $0 and $149,214, respectively, in borrowings outstanding under the agreement and included in loan and transfer notes payable-related party on the accompanying unaudited condensed consolidated balance sheets.

On February 17, 2025, the Company assumed $50,000 of liabilities related to the December 3, 2024 Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (“Apogee 2”). As of June 30, 2026 and December 31, 2025, there was $0 and $50,000, respectively, in borrowings outstanding under the agreement and included in loan and transfer notes payable-related party on the accompanying unaudited condensed consolidated balance sheets.

On April 14, 2026 and April 15, 2026, the Company entered into payment agreements with SSVK, Apogee and Sheth, to which the Company settled in cash the total balance of $499,214, including applicable interest and fees, owed under the Loan and transfer Agreements.

Subscription Agreements

On March 5, 2024, PowerUp entered into four separate Subscription Agreements (each, a “First Subscription Agreement”) with the New Sponsor, Visiox, VKS Capital, LLC, an affiliate of, and an entity under common control with, the New Sponsor (the “Affiliate”), and four separate investors (each, an “Investor”), whereby the Investors collectively contributed to New Sponsor a total of $1,000,000 (the “First Contribution”). The New Sponsor utilized the First Contribution to support PowerUp’s previously anticipated merger with Visiox by funding certain obligations to Visiox pursuant to the Secured Convertible Promissory Note, dated December 1, 2023, issued by Visiox to the New Sponsor (the “Visiox Convertible Note”) (together, all loans and advances, the “March Loan”).

On May 9, 2024, PowerUp entered into four separate Subscription Agreements (each, a “Second Subscription Agreement”) with the New Sponsor, the Affiliate, and four separate Investors, whereby, the Investors collectively contributed to the New Sponsor a total of $500,000 (the “Second Contribution”) and, in turn, the New Sponsor loaned $500,000 to PowerUp (the “May Loan”).

PowerUp accounted for the First and Second Subscription Agreements under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) and concluded that bifurcation of a single derivative that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10. As a result, all debt proceeds received from Investor have been recorded using the relative fair value method of accounting under ASC 470, Debt (“ASC 470”). Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the unaudited condensed consolidated balance sheets using the relative fair value method. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model. At the close of the Reverse Recapitalization, 1,458 of commitment fee shares, after giving effect to the Reverse Splits (see Note 1. Description of Organization and Business), owing to the Investors under these agreements were transferred by affiliates to the Investors.

On February 17, 2025, the Company assumed $1,500,000 of debt under the First Subscription and Second Subscription Agreements. For the three and six months ended June 30, 2026, the Company incurred $0 and $250,000, respectively, in interest expense on the Subscription Agreements which is included in accrued expenses on the accompanying unaudited condensed consolidated balance sheet. In January 2026 the Subscription Agreement Loans, along with $266,917 of interest and fees, were converted into common stock of the Company. At June 30, 2026, and December 31, 2025, $0 and $1,500,000, respectively, were outstanding under these agreements and is included in subscription agreement loan balance on the unaudited condensed consolidated balance sheets.

Promissory Note Fee – related party

On October 2, 2024, after Aspire and PowerUp had signed their BCA in August 2024, PowerUp entered into a Promissory Note Fee Agreement with the Sponsor, Srirama Associates LLC (the “Promissory Note Fee Agreement”). Pursuant to the Promissory Note Fee Agreement, PowerUp and the Sponsor agreed that the 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 the 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 proposed merger with previous target, Visiox. As consideration for the foregoing, PowerUp agreed to pay Sponsor a modified promissory note fee of $1,000,000 (the “Modified Promissory Note Fee”) upon the successful closing of a merger with Aspire.

In April 2026, Srirama Associates, LLC filed a lawsuit in the Superior Court of the State of Delaware alleging breach of contract in connection with the modified Promissory Note Fee Agreement. The complaint sought not less than $1,000,000 in damages, plus interest and costs. The Company disputed the claim and filed a motion to dismiss on May 11, 2026. On June 29, 2026, the claim was dismissed with prejudice by the Superior Court of the State of Delaware and the liability of $1,000,000 was written off and included in gain on extinguishment of debt on the unaudited condensed consolidated statements of operations.

Due to affiliate

On February 17, 2025, in conjunction with the closing of the business combination, the Company had placed on its books $353,679 of liabilities claimed by the Sponsor of PowerUp, Srirama Associates, LLC, for alleged administrative services fees. Based on the legal doctrine of res judicata (as a consequence of the above-referenced Sponsor lawsuit being dismissed with prejudice) on June 29, 2026, and after careful investigation of the alleged basis for the claimed administrative services fees, $353,679 was written off and included in gain (loss) on extinguishment of debt on the unaudited condensed consolidated statements of operations. As of June 30, 2026 and December 31, 2025, the balance of $0 and $353,679, respectively, is recorded in due to affiliate on the unaudited condensed consolidated balance sheets.

Notes payable – related party

During the years 2024 and 2023, Aspire Biopharma, Inc. incurred expenses and costs related to officer and director compensation, rental of office space, reimbursable expenses paid by affiliates and non-interest bearing working capital loans. On September 27, 2024, to formalize the related party working capital advances, Aspire Biopharma, Inc. issued three nonconvertible 20% original issues discount (“OID”) notes payable to related parties for a total face value of $1,066,391. The notes were due the earlier of June 27, 2025 (9 months from issuance), or (ii) the date that the Company receives gross proceeds of at least $2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”). The notes do not bear interest but have a 5% exit fee payable on maturity or repayment. The notes had original issuance discounts totaling $213,278 and are unsecured. Pursuant to the February 18, 2025 subordination agreement between two note holders and Cobra, payments will not be made on the matured notes until full payment of the Cobra obligation (See Note 5. Convertible Notes). The balance of $591,692 on the notes payable-related party was repaid during the six months ended June 30, 2026. For the three months ended June 30, 2026, and 2025, total amortized debt discount of $0 and $68,733, respectively, and for the six months ended June 30, 2026 and 2025, total amortized debt discount $0 and $139,052, respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements of operations.

On December 31, 2024, the Company issued one non-convertible 20% OID note payable for working capital to a related party for a total face value of $279,878. The note is due the earlier of September 30, 2025, (9 months from issuance); or (ii) the date that the Company receives gross proceeds of at least $2,500,000 in an offering of its debt or equity securities (a “Qualified Offering”). The note does not bear interest but has a 5% exit fee payable on maturity or repayment and had original issuance discounts totaling $46,646 and was unsecured. The balance of $293,872 on the notes payable- related party was repaid during the six months ended June 30, 2026. For the three months ended June 30, 2026, and 2025, total amortized debt discount of $0 and $4,121, respectively, and for the six months ended June 30, 2026, and 2025, total amortized debt discount of $0 and $8,379, respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements of operations.

The following table reflects the total balances of the Notes payable – related party for the periods presented.

Schedule of Note Issuance