Aspire Biopharma plans $30M DCS acquisition

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aspire Biopharma Holdings, Inc. entered into a non-binding letter of intent to acquire 100% of the Driver Controls Systems business unit of Firefish Topco, LLC for an enterprise value of $30.0 million on a cash-free, debt-free basis, payable in cash at closing.

The LOI includes reciprocal break-up fees of $3.5 million under specified failure-to-close or bad-faith scenarios, as well as a 30-day no-shop period for the sellers, subject to possible extension. Most LOI terms are non-binding, and completion depends on negotiating and signing a definitive purchase agreement and satisfying closing conditions. Following a completed acquisition, the company plans to engage Lakewood & Company, LLC to provide management services for DCS, subject to a separate definitive management agreement.

Insights

Non-binding $30M DCS acquisition LOI with cash funding and break-up fees.

Aspire Biopharma signed a non-binding LOI to buy the Driver Controls Systems business of Firefish Topco at an enterprise value of $30.0 million, structured as a cash, cash-free and debt-free deal. The transaction is described as an acquisition of all equity, assets and liabilities, with certain agreed exclusions.

The company states it does not anticipate raising new equity to fund the purchase, implying reliance on existing cash or debt capacity, though specific funding sources are not detailed. Reciprocal break-up fees of $3.5 million and a 30-day no-shop period add some deal discipline, but most commercial terms remain non-binding.

Actual impact depends on negotiating and executing a definitive purchase agreement and meeting closing conditions. Subsequent filings may clarify financing structure, the contribution of DCS to operations, and details of the proposed management services arrangement with Lakewood & Company, LLC if the acquisition proceeds.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Enterprise valuation: $30.0 million Break-up fee: $3.5 million No-shop period: 30 days

3 metrics

Enterprise valuation $30.0 million Purchase price for DCS business on cash-free, debt-free basis

Break-up fee $3.5 million Reciprocal fees payable by purchaser or sellers under certain conditions

No-shop period 30 days Initial exclusivity period agreed by sellers, potentially extendable

Key Terms

non-binding letter of intent, cash-free, debt-free basis, break-up fees, no-shop provision, +1 more

5 terms

non-binding letter of intent regulatory

"entered into a non-binding letter of intent (the “LOI”) for the acquisition"

A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.

cash-free, debt-free basis financial

"enterprise valuation of $30.0 million on a cash-free, debt-free basis"

A cash-free, debt-free basis is a way of pricing a business where the sale excludes the company’s cash balances and outstanding debt, so the buyer pays only for the operating assets and liabilities that run the business. Think of it like buying a shop’s shelves and stock but not its cash in the register or its loans; this clarity matters to investors because it shows the true purchase price, makes deal comparisons fair, and clarifies what financing or adjustments are needed after the sale.

break-up fees financial

"The LOI provides for break-up fees of $3.5 million payable"

no-shop provision regulatory

"The Sellers have agreed to a “no-shop” provision for an initial period of 30 days"

material definitive agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

FAQ

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

Aspire Biopharma disclosed a non-binding letter of intent to acquire 100% of the Driver Controls Systems business unit of Firefish Topco, LLC. The planned acquisition would transfer the equity, assets, and liabilities of the DCS operations, subject to certain agreed exclusions and definitive documentation.

What is the purchase price for Aspire Biopharma’s planned DCS acquisition?

The letter of intent sets an enterprise valuation of $30.0 million for the Driver Controls Systems business on a cash-free, debt-free basis. This purchase price is payable in cash at closing and is subject to customary adjustments for accrued income taxes and funded indebtedness, but not to a working capital adjustment.

Are Aspire Biopharma and the sellers obligated to complete the DCS acquisition?

No, the letter of intent is largely non-binding and does not obligate either party to close the acquisition. Only certain provisions, such as exclusivity, confidentiality, expenses, and break-up fees after public disclosure, are binding. Completion requires a negotiated definitive purchase agreement and satisfaction of its conditions.

Will Aspire Biopharma (ASBP) raise new equity to fund the DCS transaction?

Aspire Biopharma states it does not anticipate procuring any new equity raise to complete the $30.0 million purchase. This indicates the company expects to fund the transaction using existing resources or alternative financing, though specific funding sources are not described in the disclosure.

What break-up fees are included in Aspire Biopharma’s DCS LOI?

The LOI provides for reciprocal break-up fees of $3.5 million payable by either Aspire Biopharma or the sellers under specified circumstances. These include failing to proceed in good faith or failing to close when required, subject to customary exceptions such as unmet closing conditions or material breach by the counterparty.

What exclusivity terms apply to the sellers of the DCS business?

The sellers agreed to a no-shop provision for an initial 30-day period, with a potential extension. During this time, they are restricted from soliciting or engaging in alternative acquisition proposals, subject to limited exceptions. The parties also agreed to standard confidentiality obligations in connection with the process.

How is Lakewood & Company involved in Aspire Biopharma’s DCS plans?

Aspire Biopharma plans to engage Lakewood & Company, LLC to provide management services for the DCS business after the acquisition closes. This engagement is itself contingent on completing the acquisition and on negotiating and signing a definitive management agreement with Lakewood under agreed conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 06:30 AM

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 15, 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 Number)

(IRS Employer

Identification No.)

23150 Fashion Drive, Suite 230

Estero, Florida

33928

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (908) 987-3002

Not Applicable

(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:

☐	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 1.01. Entry into a Material Definitive Agreement.

On April 15, 2026, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company” or “Purchaser”) announced that it has entered into a non-binding letter of intent (the “LOI”) for the acquisition (as described below, the “Acquisition”) of 100% of the Driver Controls Systems business unit (“DCS”) of Firefish Topco, LLC (“FTLLC”), from the shareholders of FTLLC, pursuant to which the Purchaser intends to acquire 100% of the equity, assets and liabilities (subject to certain agreed exclusions) of the subsidiaries constituting the operations of DCS through a combination of stock and asset transactions, to be mutually agreed upon between the parties.

Upon completion of the Acquisition, the Company plans to engage Lakewood & Company, LLC to provide management services for the operation of DCS. Lakewood’s principals have more than 100 years’ experience in the automotive industry.

Purchase Price and Consideration

The LOI provides for an enterprise valuation of $30.0 million on a cash-free, debt-free basis (the “Purchase Price”), payable in cash at closing, subject to certain customary adjustments, including adjustments for (i) accrued income taxes (net of receivables) and (ii) funded indebtedness. The Purchase Price is not subject to a working capital adjustment so long as the business is operated in the ordinary course consistent with past practice. The Company does not anticipate procuring any new equity raise to consummate the purchase.

Break-Up Fees

The LOI provides for break-up fees of $3.5 million payable by the Purchaser or Sellers, respectively, under certain circumstances, including a failure to proceed in good faith or to consummate the closing when required. Such fees are subject to customary exceptions, including the failure of closing conditions, a material breach by the counterparty, or the exercise of specified termination rights.

Exclusivity and Confidentiality

The Sellers have agreed to a “no-shop” provision for an initial period of 30 days (subject to a potential extension), during which they may not solicit or engage in alternative acquisition proposals, subject to limited exceptions. The parties have also agreed to customary confidentiality restrictions.

Non-Binding Nature

Except for certain provisions, including those relating to exclusivity, confidentiality, expenses, and (following public disclosure) break-up fees, the LOI is non-binding and does not obligate the parties to consummate the Acquisition. The completion of the Acquisition remains subject to the negotiation and execution of a definitive Purchase Agreement and satisfaction of the conditions set forth therein. Engagement of Lakewood & Company remains subject both to completion of the Acquisition and to the negotiation and execution of a definitive management agreement and satisfaction of the conditions set forth therein.

SIGNATURES

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.

Dated: April 15, 2026	By:	/s/ Kraig Higginson
		Kraig Higginson
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Aspire Biopharma plans $30M DCS acquisition

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