Aspire Biopharma 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIOPHARMA HOLDINGS, INC.(Exact name of registrant as specified in its charter) 23150 Fashion Drive, Suite 232Estero, Florida 33928(Address of Principal Executive Offices, including zip code) Tel: (908) 987-3002(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: 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 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. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of August 7, 2026, the registrant had 1,402,557 shares of common stock outstanding, 8,199 private placement warrants eachexercisable for one share of common stock issued and outstanding, and 14,374,969 public warrants, each 1,200 exercisable for oneshare of common stock, issued and outstanding. ASPIRE BIOPHARMA HOLDINGS, INC. TABLE OF CONTENTS PagePART 1 – FINANCIAL INFORMATIONItem 1.Financial Statements3Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited)3Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025(Unaudited)4Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months endedJune 30, 2026 and 2025 (Unaudited)5Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)6Notes to Condensed Consolidated Financial Statements (Unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures about Market Risk43Item 4.Controls and Procedures43PART II – OTHER INFORMATIONItem 1.Legal Proceedings44Item 1A.Risk Factors44Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities44Item 3.Defaults Upon Senior Securities44Item 4.Mine Safety Disclosures44Item 5.Other Information44Item 6.Exhibits45SIGNATURES462 ASPIRE BIOPHARMA HOLDINGS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(unaudited) ASPIRE BIOPHARMA HOLDINGS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. ASPIRE BIOPHARMA HOLDINGS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited) ASPIRE BIOPHARMA HOLDINGS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaudited) Note 1. Description of Organization and Business Organization and Business Aspire Biopharma Holdings, Inc. (the “Company” or “Aspire”) was incorporated as PowerUp Acquisition Corp., a Cayman Islandsexempted company, on February 9, 2021, then domesticated to Delaware as a corporation on February 17, 2025. On February 17,2025,the Company completed the reverse recapitalization transaction(“Reverse Recapitalization”)(see Note 3.ReverseRecapitalization) and changed its name to Aspire Biopharma Holdings, Inc. Aspire is an early-stage biopharmaceutical company which engages in the business of developing and marketing disruptive technologyfor novel sublingual delivery mechanisms initially for known drugs and supplements, such as aspirin and caffeine products. The Company has two wholly-owned subsidiaries, Aspire Biopharma Inc., a