Note 8. Stockholders’ equity (deficit)

Preferred Stock—The Company is authorized to issue 10,000,000 shares of Preferred Stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At June 30, 2026 and December 31, 2025, 30,000 and 0, respectively, were designated as Series A Convertible Preferred Stock.

Series A Convertible Preferred Stock—The Company is authorized to issue 30,000 shares of Series A Convertible Preferred Stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At June 30, 2026 and December 31, 2025, there were 17,050 and 0 shares of Series A Convertible Preferred Stock issued or outstanding, respectively.

Common Stock— The Company is authorized to issue 490,000,000 shares of Common Stock with a par value of $0.0001 per share. As of June 30, 2026, and December 31, 2025, there were 1,295,234 and 117,780 shares of common stock issued and outstanding, respectively, after giving effects to the Reverse Splits (see Note 1. Description of Business and Organization).

PowerUp Warrants

As part of the PowerUp IPO, PowerUp issued warrants to third-party investors where 1,200 warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $13,800 per share (the “Public Warrants”) after giving effect to the Reverse Splits (see Note 1. Description of Business and Organization). Simultaneously with the closing of the IPO, PowerUp completed the private sale of 8,199 warrants (the “Private Placement Warrants”), after giving effect to the Reverse Splits (see Note 1. Description of Business and Organization), where each warrant allows the holder to purchase one share of the Company’s Common Stock at $13,800 per share, after giving effect to the Reverse Splits (see Note 1. Description of Business and Organization)). At June 30, 2026, there are 14,374,696 Public Warrants and 8,199 Private Placement Warrants after giving effects to the Reverse Splits (see Note 1. Description of Business and Organization)

At December 31, 2025, there are 14,374,969 Public Warrants and 8,199 Private Placement Warrants outstanding after giving effects to the Reverse Splits (see Note 1. Description of Business and Organization).

The Public Warrants became exercisable 30 days after the consummation of the Reverse Recapitalization.

Upon the warrants becoming exercisable, the Company may redeem the warrants:

● in whole and not in part;

● at a redemption price of $12 per warrant;

● upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and

if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $21,600 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable until 30 days after the completion of a Reverse Recapitalization, subject to certain limited exceptions.

The Company has determined that Public Warrants and the Private Placement Warrants issued in connection with its IPO in February 2022 are subject to treatment as equity. Upon the closing of the Reverse Recapitalization, in accordance with the guidance contained in ASC 815, the warrants continue to be classified as equity.

Stock based compensation

On February 29, 2024, Aspire Biopharma, Inc. entered into a Corporate Advisory Agreement with an advisory firm, pursuant to which the advisory firm will receive 6% of the amount of shares outstanding after the close of the Reverse Recapitalization as compensation for advisory services to support the Company’s efforts related to the Reverse Recapitalization. On January 3, 2025, the agreed upon compensation was reduced to 4.75% of the amount of shares outstanding after the close of the Reverse Recapitalization (see Note 3. Reverse Recapitalization). In February 2025, 1,385 shares of the 29,167 Reverse Recapitalization shares after giving effects to the Reverse Splits (see Note 1. Description of Business and Organization) were issued to the affiliated company under this agreement. The issuance of these shares to the service advisors is subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date. The shares were granted subject to a performance condition (i.e., the occurrence of a Reverse Recapitalization).

Stock-based compensation expense which is included in general and administrative expenses on the unaudited condensed consolidated statement of operations was $157,000 for both the three and six months ended June 30, 2026, respectively. Upon consummation of the Reverse Recapitalization stock-based compensation was $0 and 14,131,250 for the three and six months ended June 30, 2025, respectively, based on the grant date fair value per share. The fair value was determined by applying a 15% discount for lack of marketability to the market price of the shares on date of grant.

Aspire Biopharma Inc. warrants

During the year ended December 31, 2024, Aspire Biopharma, Inc. issued 44,000,000 warrants at a per share price of $0.40. As of December 31, 2024, there were 91,500,000 warrants outstanding and all were fully vested. On January 21, 2025, the 91,500,000 warrants were converted into 91,500,000 shares of Aspire Biopharma Inc. common stock, on the Reverse Recapitalization date, and subsequently converted into 4,780 shares of common stock of the Company after giving effects to the Reverse Splits (see Note 1. Description of Business and Organization).

Other Share issuances

On April 28, 2025, in connection with the Settlement Agreement, the Company issued 521 shares of common stock after giving effect to the Reverse Splits (see Note 1. Description of Business and Organization to Blackstone Capital Advisors, Inc. or its designees. (See Note 5. Convertible Notes)

During the year ended December 31, 2025, a total value of $9,523,683 of Convertible Notes were converted into 73,998 shares of common stock of the Company after giving effects to the Reverse Splits (see Note 1. Description of Business and Organization). The remaining debt of $163,817 was converted into 1,625 shares of common stock in January 2026 after giving effect to the Second Reverse Split (see Note 1. Description of Business and Organization).

As stated in Note 6. Commitments and Contingencies, In January 2026, the Company issued 207 true up shares to Arena after giving effect to the Second Reverse Split (see Note 1. Description of Business and Organization).

As stated in Note 5. Convertible Notes, The Company issued 26,333 shares of common stock as incentive to the Investors for entering into the January 2026 Share Purchase Agreement after giving effect to the Second Reverse Split (see Note 1. Business Description and Organization).

On April 7, 2026, the Company issued 5,000 shares of common stock, after giving effect to the Second Reverse Split (see Note 1. Business Description and Organization), to a consultant pursuant to a consulting agreement.

Exchange Agreements

On January 1, 2026, the Company entered into Exchange Agreements (the “Exchange Agreements”) with certain holders of the Company’s subscription agreement loans (the “Holders”) to exchange approximately $1,750,000 in debt for shares (the “Exchange Shares”) of the Company’s common stock (the “Exchange”) (see Note 4. Related Party Transactions). The debt was incurred by the Company’s predecessor, PowerUp pursuant to subscription agreements dated March 5, 2024, and May 9, 2024. The Holders were Sponsors of PowerUp’s initial public offering.

Pursuant to the Exchange Agreements, the Holders may, in their discretion, submit a notice of exchange setting forth the Exchange Amount, the Exchange Shares, and the applicable Exchange Price. Within one business day of receipt of an Exchange Notice, the Company will issue to such Holder the number of Exchange Shares equal to the Exchange Amount divided by the Exchange Price, and such Exchange Amount shall be deducted from the Outstanding Balance. Each Holder may submit up to four (4) Exchange Notices, but each Exchange Notice may not exchange more than thirty percent (30%) of the applicable Holder’s Outstanding Balance.

In addition, upon a financing in excess of $3,000,000 (a “Financing”), the Company may repay part or all of any Holder’s Outstanding Balance. Upon a Financing, a Holder may elect to receive cash proceeds from any Financing in an amount equal to twenty five percent (25%) of such Holder’s Outstanding Balance, to be applied to such Holder’s Outstanding Balance. If a Holder elects to require any part of its Outstanding Balance to be repaid from the proceeds of a Financing, it can elect to receive up to 33.33% of the aggregate proceeds of such Financing.

In January 2026, pursuant to the Exchange Agreements, the Subscription Agreement Loan balances along with applicable interest were converted into 21,525 shares of common stock of the Company after giving effect to the Reverse Splits (see Note 1. Description of Business and Organization).