Reverse Recapitalization (Tables)

6 Months Ended

Jun. 30, 2026

Reverse Recapitalization

Schedule of Reconciles the Elements of the Business Combination

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	)

Schedule of Consummation of the Business Combination

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

Schedule of Number of Shares Conversion Ratio

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