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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): July 20, 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.) |
23150
Fashion Drive, Suite 232
Estero,
Florida 33928
(Address
of Principal Executive Offices)
(908)
987-3002
(Registrant’s
Telephone Number)
194
Candelaro Drive, # 233
Humacao,
PR 00791
(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
8.01 Other Events
Pursuant
to requests from holders of the Company’s public warrants (the “Public Warrants”), Aspire Biopharma Holdings, Inc.
(the “Company”) wanted to clarify the terms of the Company’s public warrants which trade under the symbol “ASPBW”.
The Warrants were originally issued on February 23, 2022 in connection with the initial public offering of Power Up Acquisition Corp.
which was the Company’s predecessor. The Warrants had an initial exercise price which was $11.50 per share subject to adjustment
in certain events including a consolidation of the Company’s outstanding shares. On January 16, 2026, the Company affected a reverse
stock split of 1 for 30 and on May 11, 2026, the Company effected an additional reverse split of its common stock in a ratio of 40-1.
As a result of the two reverse splits, the Warrants now have an exercise price of $13,800 per share and a ratio of 1,200 Warrants to
purchase one share of common stock.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
July 20, 2026
| Aspire Biopharma Holdings, Inc. |
|
| |
|
|
| By: |
/s/ Kraig
T. Higginson |
|
| Name: |
Kraig T. Higginson |
|
| Title: |
Chief
Executive Officer and Chairman |
|