Aspire Biopharma Holdings Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41293 Aspire Biopharma Holdings, Inc.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, there was no establishedpublic market for the Registrant’s common equity and, therefore, the Registrant cannot calculate the aggregate market value of itscommon equity held by non-affiliates as of such date. The aggregate market value of the voting stock (ordinary shares) held by non-affiliates of the registrant as of the close of business on December 31 2025, the last business day of the registrant’s most recentlycompleted fiscal year, was approximately $17.4 million based on the closing sale price of the Class A ordinary shares on the NasdaqStock Market LLC on that date. Common stock held by each executive officer, director and by each person known to the registrantwho owned 5% or more of its outstanding common stock have been excluded in that such persons may be deemed to be affiliates. Thisdetermination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 27, 2026, there were 5,024,124 shares of Common Stock, par value $0.0001 per share, of the registrant issued andoutstanding. Documents incorporated by reference: None. TABLE OF CONTENTS PAGEPART I5Item 1.Business.5Item 1A.Risk Factors.24Item 1B.Unresolved Staff Comments.45Item 1C.Cybersecurity45Item 2.Properties.45Item 3.Legal Proceedings.45Item 4.Mine Safety Disclosures.45PART II46Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities.46Item 6.Reserved.46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.46Item 7A.Quantitative and Qualitative Disclosures about Market Risk.67Item 8.Financial Statements and Supplementary Data.68Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.68Item 9A.Controls and Procedures.68Item 9B.Other Information.68Item 9C.Disclosure Regardi