Aspire Biopharma Holdings Inc SEC Filings

Aspire Biopharma Holdings, Inc. (ASBP) reported a Nasdaq delisting notice after it failed to regain compliance with two rules: maintaining a $50,000,000 Market Value of Listed Securities and a $1.00 minimum bid price. The company previously received deficiency letters on April 16, 2025, and did not cure them within the allowed periods, including the bid price window that ran through October 13, 2025.

On October 15, 2025, Nasdaq staff notified ASBP that its securities are subject to delisting unless it successfully appeals. The company has requested a hearing before the Nasdaq Hearings Panel and paid a $20,000 fee, which stays any suspension pending the Panel’s decision. At the hearing, ASBP will present a plan to regain compliance, which for MVLS requires reaching at least $50,000,000 for 10 consecutive trading days. The Panel may grant up to 180 days from the delist determination for ASBP to cure both issues, but there is no assurance of an extension or successful compliance.

Aspire Biopharma Holdings, Inc. (ASBP) amended its S-1 to reflect its SPAC combination and related financing and liquidity items. The company held $6.7 million in its Trust Account at December 31, 2024 (and $19.9 million at year‑end 2023) and reported cash of $206,233 with a working capital deficit of $9.6 million as of June 30, 2025. The filing discloses subscription agreement loans totaling $13.8 million, additional loan and transfer notes of $465,722, multiple related‑party OID notes and convertible debentures, and material fair‑value adjustments including a $9.1 million change related to a subscription loan.

The record shows significant shareholder redemptions in prior periods (approximately $284 million redeemed) and the consummation of a Business Combination that generated net proceeds of $265,827 after adjustments. The company recognized deferred underwriting commissions of $10.8 million that were waived and recorded to additional paid‑in capital. Management discloses substantial doubt about the company’s ability to continue as a going concern and states plans to raise additional capital through debt or equity.

Aspire Biopharma Holdings, Inc. disclosed that its Audit Committee approved the engagement of Turner Stone & Co as the company's new independent registered public accounting firm, effective immediately, to serve for the fiscal year ending December 31, 2025. The filing states that during the year ended December 31, 2024 and through interim periods up to September 22, 2025, neither the company nor anyone on its behalf consulted with Turner about accounting applications or audit opinions, and there were no disagreements or reportable events as defined under Regulation S-K.

The filing is a Definitive Proxy Statement for Aspire Biopharma Holdings, Inc. (ticker ASBPW) and includes shareholder voting materials and ownership details. The extract lists several named holders with specific share counts and ownership percentages, including Kraig T. Higginson at 10,531,193 shares representing 21.6% and a group or aggregate entry showing 12,797,468 shares or 25.8%. Other disclosed holdings include Surendra Ajjarapu with 1,121,736 shares (2.3%), Ernest J. Scheidemann, Jr. with 564,168 shares (1.1%), and smaller positions for Edward J. Kimball, Howard Doss, and Donald G. Fell (share counts shown; percentages marked with * in the extract). The document also includes standard proxy checkboxes and a company address in Estero, Florida, plus a reference to the Certificate of Incorporation. The content is a fragmentary excerpt focused on ownership and proxy logistics rather than financial results.

Aspire Biopharma Holdings, Inc. (ASBPW) S-1 describes the company’s IPO-related capital structure, Trust Account holdings, related-party financing and post-transaction balances following its business combination activity. The company completed a Unit offering that funded a Trust Account (approximately $294.7 million initially) and recorded redemptions that reduced Trust Account balances to $6.67 million at December 31, 2024 and thereafter to amounts described as held for a Business Combination. The filing discloses substantial subscription agreement loans, working capital loans, multiple original-issue-discount (OID) notes to related parties, and convertible/debt instruments with debt discounts and fair-value adjustments recorded as large non-cash charges. Management reports a working capital deficit and notes substantial doubt about the company’s ability to continue as a going concern without additional financing. The record shows issuance and conversion of multiple share classes, sponsor/affiliate commitments, warrant pools outstanding, and material related-party transactions and contingent fees tied to the Business Combination.