Ardsley reports ≤5% stake in Aspire Biopharma

A Schedule 13G/A discloses that Ardsley-related reporting persons (Ardsley Advisory Partners LP; related general partners and funds; Philip J. Hempleman) report beneficial ownership positions of 5% or less in Aspire Biopharma Holdings common stock.

Rhea-AI Filing Summary

A Schedule 13G/A discloses that Ardsley-related reporting persons (Ardsley Advisory Partners LP; related general partners and funds; Philip J. Hempleman) report beneficial ownership positions of 5% or less in Aspire Biopharma Holdings common stock. The filing cites 138,446,102 shares outstanding as of December 3, 2025 from the issuer's Form S-1.

The cover‑page rows incorporated by reference show 0.00 for sole and shared voting and dispositive power and state 0% percent ownership for each Reporting Person. Signatures are dated May 13, 2026.

Key Figures

Form type: Schedule 13G/A Shares outstanding: 138,446,102 shares CUSIP: 738920107 +2 more

5 metrics

Form type Schedule 13G/A Statement of beneficial ownership filing

Shares outstanding 138,446,102 shares as disclosed on Form S-1 dated <date>December 3, 2025</date>

CUSIP 738920107 Common Stock class identifier

Reported voting power 0.00 Sole and shared voting power shown on cover rows

Percent of class (each Reporting Person) 0% Based on Form S-1 outstanding share count

Key Terms

Schedule 13G/A, beneficially owned, Form S-1, Power of Attorney

4 terms

Schedule 13G/A regulatory

"This /A (the "Schedule") is being filed with respect to shares of Common Stock"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owned regulatory

"previously beneficially owned by Ardsley Advisory Partners LP"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Form S-1 regulatory

"as disclosed on the Issuer's Form S-1 dated December 3, 2025"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

Power of Attorney legal

"Executed by Steve Napoli as Attorney-in-Fact for Philip J. Hempleman"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

FAQ

What stake does Ardsley report in Aspire Biopharma (ASBP)?

They report ownership of 5% or less with 0.00 voting and dispositive power. The filing references 138,446,102 shares outstanding as of December 3, 2025 from the issuer's Form S-1 and lists 0% for each reporting person.

What source defines the share count cited in the Schedule 13G/A?

The filing cites the issuer's Form S-1 dated December 3, 2025 as the source for the 138,446,102 outstanding common shares. That S-1 figure is the basis for the percent‑of‑class calculations shown.

Does the Schedule 13G/A indicate any change in control of Aspire Biopharma?

No. The filing includes a certification that the securities were not acquired to change or influence control. The signatory attests the holdings are not intended to affect issuer control.

Who signed the Schedule 13G/A for the reporting persons?

The Schedule is signed by Steve Napoli as Member and as Attorney‑in‑Fact for Philip J. Hempleman. Signatures on the form are dated May 13, 2026.

What CUSIP and class are covered by this filing?

The filing covers Common Stock of Aspire Biopharma with CUSIP 738920107. The referenced class is the issuer's common stock as used in the S-1 disclosure.

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

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Accepted by SEC EDGAR 05/13/2026 - 01:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Aspire Biopharma Holdings

(Name of Issuer)

Common Stock

(Title of Class of Securities)

738920107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 738920107

1

Names of Reporting Persons

Ardsley Advisory Partners LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 738920107

1

Names of Reporting Persons

Ardsley Advisory Partners GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 738920107

1

Names of Reporting Persons

Ardsley Partners I GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 738920107

1

Names of Reporting Persons

Ardsley Partners Advanced Healthcare Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 738920107

1

Names of Reporting Persons

Ardsley Partners Fund II, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 738920107

1

Names of Reporting Persons

Philip J. Hempleman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Aspire Biopharma Holdings
(b)	Address of issuer's principal executive offices: 23150 Fashion Drive, Suite 232, Estero, Florida 33928
Item 2.
(a)	Name of person filing: This Schedule 13G/A (the "Schedule") is being filed with respect to shares of Common Stock (as defined below) of Aspire Biopharma Holdings, Inc. (the "Issuer") which were previously beneficially owned by Ardsley Advisory Partners LP (the "Advisor"), Ardsley Advisory Partners GP LLC (the "Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Advanced Healthcare Fund, L.P. (the "Advanced Healthcare Fund"), Ardsley Partners Fund II, L.P. ("Fund II") and Phillip J. Hempleman ("Hempleman", and together with the Advisor, the Advisor General Partner, the General Partner, the Advanced Healthcare Fund and Fund II, collectively, the "Reporting Persons"). See Item 4 below.
(b)	Address or principal business office or, if none, residence: 105 Rowayton Ave. Norwalk, CT 06853
(c)	Citizenship: Each of the Advisor, the Advanced Healthcare Fund and Fund II is a Delaware limited partnership. Each of the Advisor General Partner and the General Partner is a Delaware limited liability company. Hempleman is a United States Citizen.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 738920107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
(b)	Percent of class: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
	(ii) Shared power to vote or to direct the vote: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 2.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ardsley Advisory Partners LP

Signature:	/s/ Steve Napoli
Name/Title:	Steve Napoli/ Member
Date:	05/13/2026

Ardsley Advisory Partners GP LLC

Signature:	/s/ Steve Napoli
Name/Title:	Steve Napoli/ Member
Date:	05/13/2026

Ardsley Partners I GP LLC

Signature:	/s/ Steve Napoli
Name/Title:	Steve Napoli/ Member
Date:	05/13/2026

Ardsley Partners Advanced Healthcare Fund, L.P.

Signature:	/s/ Steve Napoli
Name/Title:	Steve Napoli/ Member
Date:	05/13/2026

Ardsley Partners Fund II, L.P.

Signature:	/s/ Steve Napoli
Name/Title:	Steve Napoli/ Member
Date:	05/13/2026

Philip J. Hempleman

Signature:	/s/ Steve Napoli*
Name/Title:	Steve Napoli/Attorney-in Fact for Philip J. Hempleman
Date:	05/13/2026

Comments accompanying signature: * Executed by Steve Napoli as Attorney-in-Fact for Philip J. Hempleman. The Power of Attorney for Mr. Hempleman is attached as Exhibit 2 to the Statement on Schedule 13G with respect to the Common Stock of Vaxgen, Inc., filed on February 15, 2006, and is incorporated herein by reference.