STOCK TITAN

Aspire Biopharma (ASBP) signs LOI to buy DCS with $200M+ 2025 revenue

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aspire Biopharma Holdings, Inc. has signed a non-binding Letter of Intent to acquire Dura Driver Control Systems (DCS), a tier-one automotive and industrial systems supplier. Aspire expects to buy 100% of DCS for $30 million in cash, subject to due diligence and a definitive agreement.

For the fiscal year ended December 31, 2025 (unaudited), DCS generated more than $200 million in revenue, over $17 million in net income and over $22 million in Adjusted EBITDA. DCS supplies mechatronic actuators, human‑machine interfaces, industrial cables and control systems, backed by more than 310 patents and 11 manufacturing facilities worldwide.

The contemplated acquisition would diversify Aspire beyond biopharmaceutical drug delivery technology into a higher‑revenue industrial and automotive platform. The company cautions there is no assurance a definitive agreement will be finalized or that the transaction will close, and any deal would be subject to customary conditions and audited financials.

Positive

  • Aspire Biopharma signs an LOI to acquire DCS for $30 million in cash, targeting a business with more than $200 million in 2025 revenue and over $22 million in Adjusted EBITDA, which could be transformative if completed.
  • The contemplated acquisition would diversify Aspire’s biopharmaceutical focus by adding a profitable, tier‑one automotive and industrial supplier with 11 global manufacturing facilities and over 310 patents, potentially broadening revenue sources and business risk exposure.

Negative

  • None.

Insights

LOI signals a potentially transformative but unclosed diversification deal.

Aspire Biopharma has entered into an LOI to acquire DCS for $30 million in cash. DCS reported over $200 million of unaudited 2025 revenue and more than $17 million of net income, which is large relative to many early‑stage biopharma businesses.

If completed, this deal would shift Aspire from a pure drug‑delivery platform toward a diversified structure with substantial exposure to automotive and industrial end markets. The target’s $22 million‑plus Adjusted EBITDA and tier‑one supplier status suggest a mature, cash‑generating profile that contrasts with Aspire’s development‑stage nature.

The transaction remains subject to due diligence, audited financials, and a definitive agreement, and the company explicitly warns there is no assurance of closing. Until a binding agreement is signed and terms are confirmed, the economic impact, integration demands, and timing will stay uncertain, and subsequent disclosures will be important to understand final structure and conditions.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Proposed purchase price $30 million cash Total consideration to acquire 100% of DCS, subject to conditions
DCS 2025 revenue More than $200 million Unaudited revenue for fiscal year ended December 31, 2025
DCS 2025 net income More than $17 million Unaudited net income for fiscal year ended December 31, 2025
DCS 2025 Adjusted EBITDA More than $22 million Unaudited Adjusted EBITDA for fiscal year ended December 31, 2025
Manufacturing facilities 11 facilities Global manufacturing footprint of DCS
Patent portfolio Over 310 patents Patents backing DCS’s automotive and industrial systems
Company history 100+ years DCS described as having a 100+ year history
Letter of Intent financial
"announced it has entered into a Letter of Intent (LOI) to acquire Dura Driver Control Systems"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
Adjusted EBITDA financial
"DCS generated revenue of more than $200 million, net income of more than $17 million and Adjusted EBITDA of more than $22 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
tier-one supplier financial
"DCS is a tier-one supplier specializing in vehicle electrification, safety, and human-machine interface (HMI) systems"
human-machine interface (HMI) technical
"specializing in vehicle electrification, safety, and human-machine interface (HMI) systems"
The human-machine interface (HMI) is the screen, controls or software that let a person interact with a machine or automated system—think of it as the dashboard and knobs that translate human intent into machine action and show machine status back to the user. Investors care because a well-designed HMI improves efficiency, safety and customer adoption, reducing operating costs and product returns, while a poor HMI can create downtime, regulatory problems or lost sales.
sublingual delivery technology technical
"Aspire Biopharma has developed a patent-pending sublingual delivery technology that can deliver drugs to the body rapidly and precisely"
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
false 0001847345 0001847345 2026-04-16 2026-04-16 0001847345 ASBP:CommonStockParValue0.0001PerShareMember 2026-04-16 2026-04-16 0001847345 ASBP:WarrantsEachExercisableForOneShareOfCommonStockMember 2026-04-16 2026-04-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 16, 2026

 

Aspire Biopharma Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   001-41293   33-3467744

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

194 Candelaro Drive, #233

Humacao, Puerto Rico 00791

(Address of Principal Executive Offices)

 

(415) 592-7399

(Registrant’s Telephone Number)

 

PowerUp Acquisition Corp.

188 Grand Street, Unit #195

New York, NY 10013

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.0001 per share   ASBP   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock   ASBPW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

On April 16, 2026, the Company issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated April 16, 2026
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ASPIRE BIOPHARMA HOLDINGS, INC.
     
  By: /s/ Ernest Scheidemann
    Ernest Scheidemann
    Chief Financial Officer
     
Date: April 16, 2026    

 

 

 

 

Exhibit 99.1

 

 

Aspire Biopharma Has Entered Into a Letter of Intent to Acquire a Leading Global Automotive Supplier with a 100+ Year History and $200M+ in 2025 Revenue

 

ESTERO, FL / April 16, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), a biopharmaceutical company developing multi-faceted patent-pending drug delivery technology, today announced it has entered into a Letter of Intent (LOI) to acquire Dura Driver Control Systems (“DCS”), a premier designer and manufacturer of automotive driver control systems that also apply to other industrial applications. Management of DCS will be bolstered by the addition of a team from Lakewood & Company with more than 100 years’ collective experience within the automotive industry.

 

The proposed acquisition represents a transformative milestone for Aspire and positions the Company to grow into a diversified, high-revenue enterprise.

 

DCS delivered more than $20M in Adjusted EBITDA on $200M+ Revenue for FY2025 (unaudited).

 

DCS provides a technical proprietary portfolio of over 275 different parts and 310 patents serving more than 150 vehicle platforms across most major automotive OEMs.

 

Lakewood and existing management bring over 200 years of collective automotive experience with major OEMs, Suppliers, and related Industrial Companies.

 

Key Transaction Terms

 

Subject to completion of due diligence, including completion and review of an audit of DCS’s financial statements under U.S. GAAP, Aspire is expected to acquire 100% of DCS for a total purchase price of $30 million paid in cash.

 

About DCS: A Leader in Next-Gen Mobility

 

DCS is a tier-one supplier specializing in vehicle electrification, safety, and human-machine interface (HMI) systems. For the fiscal year ended December 31, 2025 (unaudited), DCS generated revenue of more than $200 million, net income of more than $17 million and Adjusted EBITDA of more than $22 million. Adjusted EBITDA is a non-GAAP financial measure.

 

DCS defines Adjusted EBITDA as earnings before interest expense, income tax, depreciation, and amortization, and includes specifically identified adjustments. The Company believes Adjusted EBITDA provides useful supplemental information to investors regarding DCS’s operating and financial performance. In addition, Adjusted EBITDA as presented herein may not be comparable to Adjusted EBITDA as reported by other companies.

 

Its powertrain-agnostic portfolio—including mechatronic actuators, proprietary software, and advanced printed circuit boards (PCBs), together with its redundant cable systems in its portfolio—allows global Original Equipment Manufacturers (OEMs) to meet rigorous safety standards and modernization while maintaining cost-efficiency.

 

 

 

 

Strategic Rationale and Highlights:

 

Global Manufacturing Scale: Operates 11 global facilities across North America, Europe, and Asia.

 

Deep IP Portfolio: Has more than 310 patents and is supported by 55 dedicated design and product engineers across two global technical centers, with locations near customers to understand and address customer needs.

 

Blue-Chip Customer Base: More than 50 customers and an average relationship of 28 years with the top 10 customers supporting more than 250 high-volume, global vehicle models.

 

Financial Strength: A proven track record of solid revenue and consistent free cash flow generation.

 

The Company expects to announce additional details regarding the proposed business combination when a definitive agreement is executed.

 

No assurances can be made that the parties will successfully finalize a definitive agreement, or that the proposed transactions will be consummated on the terms or timeframe currently contemplated, or at all. Completion of any transaction will be subject to customary conditions.

 

RBW Capital Partners LLC is acting as exclusive financial advisor to the Company in connection with the acquisition. Any securities or brokerage services will be offered through Dawson James Securities, Inc.

 

About Dura Driver Control Systems

 

DCS is a leading designer and manufacturer of highly engineered automotive and industrial systems that facilitate electronic driver control and support the migration toward vehicle electrification, safety, lightweighting, and sustainability. DCS maintains a strong powertrain agnostic product portfolio that includes mechatronic actuators, human machine interfaces, industrial cables, and cable control systems backed by over 310 patents. The Company operates 11 manufacturing facilities globally and serves as a tier one automotive supplier to major OEMs and other industrial firms.

 

About Aspire Biopharma Holdings, Inc.

 

Aspire Biopharma has developed a patent-pending sublingual delivery technology that can deliver drugs to the body rapidly and precisely. This technology offers the potential to improve effectiveness and reduce side effects by going directly to the bloodstream and avoiding the gastrointestinal tract. Aspire Biopharma’s delivery technology can be applied to many different active pharmaceutical ingredients (APIs) and other bioactive substances, spanning both small and large molecule therapeutics, nutraceuticals and supplements.

 

For more information, please visit www.aspirebiolabs.com

 

Aspire Biopharma Holdings, Inc.

 

Contact

 

PCG Advisory
Kevin McGrath
+1-646-418-7002
kevin@pcgadvisory.com

 

 

 

 

Safe Harbor Statement

 

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the “safe harbor” provisions created by those laws. Aspire’s forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding our future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements represent our views as of the date of this press release and involve a number of judgments, risks and uncertainties. We anticipate that subsequent events and developments will cause our views to change. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include general market conditions, whether clinical trials demonstrate the efficacy and safety of our drug candidates to the satisfaction of regulatory authorities, or do not otherwise produce positive results which may cause us to incur additional costs or experience delays in completing, or ultimately be unable to complete the development and commercialization of our drug candidates; the clinical results for our drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; our ability to achieve commercial success for our drug candidates, if approved, our limited operating history and our ability to obtain additional funding for operations and to complete the development and commercialization of our drug candidates;, and other risks and uncertainties set forth in “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Additional risks specific to the proposed acquisition of DCS include, without limitation: the risk that the parties may fail to finalize a definitive acquisition agreement or that the proposed transaction may not be consummated on the terms or timeline currently contemplated, or at all; the risk that due diligence, including the audit of DCS’s financial statements under U.S. GAAP, may reveal information that adversely affects the terms or viability of the transaction; risks related to DCS’s business, including its dependence on key automotive OEM customers, exposure to cyclical conditions in the global automotive industry, potential liabilities associated with DCS’s operations and intellectual property, the ability to successfully integrate DCS’s operations following closing, and the risk that anticipated synergies and financial benefits from the acquisition may not be realized. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to rely unduly upon these statements. All information in this press release is as of the date of this press release. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.

 

SOURCE: Aspire Biopharma Holdings, Inc.

 

 

FAQ

What transaction did Aspire Biopharma (ASBP) announce in this 8-K?

Aspire Biopharma announced it entered a non-binding Letter of Intent to acquire Dura Driver Control Systems for a total cash purchase price of $30 million. The deal would give Aspire 100% ownership of DCS, subject to due diligence and a definitive acquisition agreement.

How large is Dura Driver Control Systems that Aspire Biopharma (ASBP) plans to acquire?

For the fiscal year ended December 31, 2025, DCS generated more than $200 million in revenue, over $17 million in net income, and more than $22 million in Adjusted EBITDA, according to unaudited figures. This indicates a sizable, profitable automotive and industrial supplier.

What business does Dura Driver Control Systems operate in?

DCS is a tier-one supplier of automotive and industrial systems focused on vehicle electrification, safety, and human‑machine interfaces. Its products include mechatronic actuators, HMI components, industrial cables, and cable control systems, supported by over 310 patents and 11 manufacturing facilities worldwide.

How would the proposed DCS acquisition affect Aspire Biopharma’s (ASBP) strategy?

The proposed DCS acquisition would diversify Aspire beyond its biopharmaceutical drug-delivery platform into automotive and industrial markets. Management describes the deal as a transformative milestone that could create a diversified, higher‑revenue enterprise if the transaction closes on the contemplated terms.

Is the Aspire Biopharma (ASBP) acquisition of DCS definitive and guaranteed to close?

No. Aspire emphasizes that the deal is based on a Letter of Intent and remains subject to due diligence, including a U.S. GAAP audit, and negotiation of a definitive agreement. The company explicitly states there is no assurance the transaction will be consummated on current terms or at all.

What is Adjusted EBITDA for DCS, and why does Aspire Biopharma (ASBP) highlight it?

DCS reports unaudited Adjusted EBITDA of more than $22 million for 2025, defined as earnings before interest, tax, depreciation, amortization and specific adjustments. Aspire believes this non‑GAAP measure helps investors understand DCS’s operating performance, though it may not be comparable to other companies’ metrics.

Filing Exhibits & Attachments

6 documents