aspire生物制药控股有限公司2025年季度报告

For the quarterly period endedMarch 31,2025 For the transition period from SharesAmountSharesAmountCapitalDeficitBalance - January 1, 2025440,000,000$22,000322,059$32$1,215,113$(2,777,233)Retroactive application of recapitalization(412,398,233)(19,240)(322,059)(32)19,272—27,601,234,(2,777 ————27,599,529$2,760—$—$1,205,824 20252024CASH FLOWS FROM OPERATING ACTIVITIES Adjustments to reconcile net loss to net cash used in operating activities:Interest expense289,931Change in fair value of derivative liabilities94,917Stock based compensation14,131,250 Prepaid expenses(389,615)Due from related party(1,027,920)Accounts payable1,121,806Accrued expenses80,457Other current liabilities(111,026)Net cash flows used in operating activities(1,751,528)(192,971)CASH FLOWS FROM FINANCING ACTIVITIES Repayment of notes payable – related partyNet cash flows provided by financing activities NET CHANGE IN CASH1,342,910 $1,346,543$Supplemental disclosure of noncash activities:Accounts payable, accrued liabilities and other current liabilities combined$1,577,057$Subscription agreement loans combined1,828,098Loan and transfer note payable combined499,214Forward purchase agreement liability combined49,034 NOTE 1.DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSAspire Biopharma Holdings, Inc.(the “Company” or “Aspire”) was incorporated in Delaware in February 2025. Aspire is an early- “Aspire Merger Agreement”) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of theCompany (“Merger Sub”), the New Sponsor, Stephen Quesenberry, in the capacity as the seller representative, and Aspire Biopharma,Inc., a Puerto Rico corporation (“Aspire”). previously announced transaction (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated August26, 2024, as amended by an Amendment Agreement dated September 5, 2024 and a Second Amendment Agreement dated October 9, 2024 (the “Business Combination Agreement”), by and among the Company, PowerUp Merger Sub II, Inc., a Delaware corporationand wholly owned subsidiary of PowerUp (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company (the Inc., a Puerto Rico corporation (“Aspire”). In connection with the consummation of the Business Combination (the “Closing”),“PowerUp Acquisition Corp.” changed its name to “Aspire Biopharma Holdings, Inc.” (See Note 4) NOTE 2.LIQUIDITY AND GOING CONCERNThe Company’s primary sources of liquidity have been cash from financing activities. The Company had an accumulated deficit of$18,718,561as of March 31, 2025. As of March 31, 2025, working capital deficit was $6,903,439and cash was $1,346,543.With the consummation of the Business Combination as described above) and Subscription Agreements (as described above), the issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it onterms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected. Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Going Concern,” management has determined that the Company’sliquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities thatmight be necessary should the Company be unable to continue as a going concern.NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cashflows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operatingresults and cash flows for the periods presented. The Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012(the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financialaccounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effectiveor do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financialaccounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition periodand comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The 6 The preparation of consolidated financial statements in conformity with U.S. GAAP requir