ASBP

Business Context and Reporting Period

This Form 10-K covers the fiscal year ended December 31, 2024, for Aspire Biopharma Holdings, Inc. (formerly PowerUp Acquisition Corp.). The filing reflects the company's status as a Special Purpose Acquisition Company (SPAC) prior to the consummation of its business combination with Aspire Biopharma, Inc. on February 17, 2025. Aspire Biopharma is an early-stage biopharmaceutical company focused on developing novel sublingual delivery mechanisms for drugs, with a lead candidate being a high-dose sublingual aspirin product ("Instaprin").

Key Financial Metrics

Material Changes vs. Prior Period

• Significant Net Loss: The company reported a net loss of approximately $12.5 million in 2024, a sharp reversal from the $4.5 million net income in 2023. This was primarily driven by a $9.1 million non-cash expense related to the change in fair value of a subscription loan and increased operating expenses.
• Trust Account Reduction: The Trust Account balance decreased by approximately $13.2 million (from $19.9M to $6.7M) due to significant shareholder redemptions in connection with the 2024 extension of the business combination deadline.
• Liability Increase: Total current liabilities surged to $15.6 million, largely due to the fair value adjustment of the subscription agreement loan ($13.8 million) and increased accounts payable.
• Operating Expenses: General and administrative expenses more than doubled to $3.1 million, reflecting increased costs associated with the business combination process and regulatory compliance.

Guidance, Outlook, and Risks

Outlook and Business Plan: The company completed its business combination on February 17, 2025. Future revenue is expected to be generated through the development and marketing of sublingual drug delivery products. The lead product, high-dose sublingual aspirin, is in preclinical/early clinical stages. The company plans to conduct a bioavailability study (Trial 1) in April 2025 and a pivotal trial (Trial 2) subsequently to support a 505(b)(2) New Drug Application (NDA).

Management Commentary: Management emphasizes the potential of their sublingual technology to bypass the gastrointestinal tract, offering faster absorption and reduced gastric side effects compared to oral aspirin. They are also developing formulations for melatonin, vitamins, testosterone, and semaglutide.

Risks and Contingencies:

• Going Concern: The filing notes substantial doubt about the company's ability to continue as a going concern prior to the business combination due to operating losses and working capital deficits, though the combination was consummated post-period.
• Internal Controls: Management identified material weaknesses in internal controls over financial reporting, specifically regarding the review of debt discount, amortization, and debt financial reporting.
• Intellectual Property: Some previously acquired patent properties from Instaprin Pharmaceuticals expired or were cancelled due to missed filing deadlines, though the company has filed new applications covering its current formulations.
• Regulatory Approval: Success depends on FDA approval of novel sublingual delivery mechanisms, which is unproven for aspirin products.

Key Facts for Investor Verification

• Business Combination Status: Verify the final terms and capital structure resulting from the February 17, 2025, merger with Aspire Biopharma, Inc.
• Cash Position Post-Merger: Confirm the actual cash raised and available for operations following the closing of the business combination and any PIPE (Private Investment in Public Equity) transactions.
• Clinical Trial Timelines: Monitor the execution and results of the planned April 2025 bioavailability study (Trial 1) for the sublingual aspirin product.
• Internal Control Remediation: Review subsequent filings for updates on the remediation of the material weaknesses in internal controls identified in this 10-K.
• Intellectual Property Portfolio: Verify the status of the new patent applications (PCT/US2024/022318 and 63/702,381) and the enforceability of the "Instaprin" trademark given the history of the former CEO's fraud conviction.