Aspire Biological Pharmaceutical Holding Co., Ltd. 2025 Q4 Report

FORM10-Q (Mark One) As of May 14, 2025 there were49,525,970shares of Common Stock, par value $0.0001per share and 24,138,302 warrants, eachexercisable for one share of common stock of the registrant issued and outstanding. PagePART 1 – FINANCIAL INFORMATIONItem 1.Interim Financial Statements2Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 20242Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024(Unaudited)3Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended March 31,2025 and 2024 (Unaudited)4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024(Unaudited)5Notes to Condensed Consolidated Financial Statements (Unaudited)6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures about Market Risk28Item 4.Control and Procedures28PART II – OTHER INFORMATIONItem1A.Risk Factors29Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities29Item 5.Other Information29Item 6.Exhibits30SIGNATURES31i PART I - FINANCIAL INFORMATION ASPIRE BIOPHARMA HOLDINGS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS Table of Contents ASPIRE BIOPHARMA HOLDINGS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1.DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aspire Biopharma Holdings, Inc.(the “Company” or “Aspire”) was incorporated in Delaware in February 2025. Aspire is an early-stage biopharmaceutical company which engages in the business of developing and marketing the disruptive technology for novel On August 26, 2024, PowerUp Acquisition Corp. entered into an Agreement and Plan of Merger (as amended from time to time, the“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, On February 17, 2025 (the “Closing Date”), PowerUp Acquisition Corp.) (the “Company” or “New Aspire”), consummated thepreviously 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 NOTE 2.LIQUIDITY AND GOING CONCERN The 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), theCompany received proceeds of approximately $265,827in February 2025, after giving effect to PowerUp’s stockholder redemptionsand payment of transaction expenses, $100,000,000pursuant to the Company’s ELOC Agreement (as defined below) as detailed inPart II Item 2 in the section titled Unregistered Sales of Equity Securities, and an additional $3,000,000after the consummation of theBusiness Combination. The Company’s future capital requirements will depend on many factors, including the timing and extent ofspending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FinancialAccounting 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 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accountingprinciples generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance withthe instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normallyincluded in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensedconsolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s AnnualReport on Form 10-K for