Aspire Biopharma Holdings, Inc. disclosed that investment adviser Ardsley Advisory Partners and related Ardsley funds, together with Philip J. Hempleman, filed a Schedule 13G reporting significant ownership of its common stock as of 12/31/2025.
The Ardsley group reports beneficial ownership of 10,750,000 shares, representing 7.76 % of Aspire Biopharma’s common stock. Within this, Ardsley Partners Advanced Healthcare Fund, L.P. holds 9,229,100 shares (6.67 % of the class) and Ardsley Partners Fund II, L.P. holds 1,520,900 shares (1.10 % of the class), all with shared voting and dispositive power.
The reporting persons certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Aspire Biopharma.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Aspire Biopharma Holdings, Inc.
(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)
SCHEDULE 13G
CUSIP No.
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
10,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,750,000.00
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)
7.76 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
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
10,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,750,000.00
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)
7.76 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
10,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,750,000.00
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)
7.76 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
9,229,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,229,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,229,100.00
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)
6.67 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
1,520,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,520,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,520,900.00
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)
1.10 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
10,750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,750,000.00
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)
7.76 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Aspire Biopharma Holdings, Inc.
(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 (the "Schedule") is being filed with respect to shares of Common Stock (as defined below) of Aspire Biopharma Holdings, Inc. (the "Issuer") which are 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:
Ardsley Advisory Partners LP - 10,750,000
Ardsley Advisory Partners GP LLC - 10,750,000
Ardsley Partners I GP LLC - 10,750,000
Ardsley Partners Advanced Healthcare Fund, L.P. - 9,229,100
Ardsley Partners Fund II, L.P. - 1,520,900
Philip J. Hempleman - 10,750,000
(b)
Percent of class:
Ardsley Advisory Partners LP - 7.76
Ardsley Advisory Partners GP LLC - 7.76
Ardsley Partners I GP LLC - 7.76
Ardsley Partners Advanced Healthcare Fund, L.P. - 6.67
Ardsley Partners Fund II, L.P. - 1.10
Philip J. Hempleman - 7.76
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Ardsley Advisory Partners LP - 0
Ardsley Advisory Partners GP LLC - 0
Ardsley Partners I GP LLC - 0
Ardsley Partners Advanced Healthcare Fund, L.P. - 0
Ardsley Partners Fund II, L.P. - 0
Philip J. Hempleman - 0
(ii) Shared power to vote or to direct the vote:
Ardsley Advisory Partners LP - 10,750,000
Ardsley Advisory Partners GP LLC - 10,750,000
Ardsley Partners I GP LLC - 10,750,000
Ardsley Partners Advanced Healthcare Fund, L.P. - 9,229,100
Ardsley Partners Fund II, L.P. - 1,520,900
Philip J. Hempleman - 10,750,000
(iii) Sole power to dispose or to direct the disposition of:
Ardsley Advisory Partners LP - 0
Ardsley Advisory Partners GP LLC - 0
Ardsley Partners I GP LLC - 0
Ardsley Partners Advanced Healthcare Fund, L.P. - 0
Ardsley Partners Fund II, L.P. - 0
Philip J. Hempleman - 0
(iv) Shared power to dispose or to direct the disposition of:
Ardsley Advisory Partners LP - 10,750,000
Ardsley Advisory Partners GP LLC - 10,750,000
Ardsley Partners I GP LLC - 10,750,000
Ardsley Partners Advanced Healthcare Fund, L.P. - 9,229,100
Ardsley Partners Fund II, L.P. - 1,520,900
Philip J. Hempleman - 10,750,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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)(K), so indicate under Item 3(k) 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:
02/12/2026
Ardsley Advisory Partners GP LLC
Signature:
/s/ Steve Napoli
Name/Title:
Steve Napoli/ Member
Date:
02/12/2026
Ardsley Partners I GP LLC
Signature:
/s/ Steve Napoli
Name/Title:
Steve Napoli/ Member
Date:
02/12/2026
Ardsley Partners Advanced Healthcare Fund, L.P.
Signature:
/s/ Steve Napoli
Name/Title:
Steve Napoli/ Member
Date:
02/12/2026
Ardsley Partners Fund II, L.P.
Signature:
/s/ Steve Napoli
Name/Title:
Steve Napoli/ Member
Date:
02/12/2026
Philip J. Hempleman
Signature:
/s/ Steve Napoli*
Name/Title:
Steve Napoli/Attorney-in Fact for Philip J. Hempleman
Date:
02/12/2026
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.
What stake in Aspire Biopharma (ASBP) did Ardsley report on Schedule 13G?
Ardsley Advisory Partners and related entities reported beneficial ownership of 10,750,000 Aspire Biopharma common shares, equal to 7.76 % of the class. This reflects a sizeable institutional position with shared voting and dispositive power across several affiliated Ardsley investment vehicles and Philip J. Hempleman.
Which Ardsley funds hold Aspire Biopharma (ASBP) shares and how many?
Ardsley Partners Advanced Healthcare Fund, L.P. holds 9,229,100 Aspire Biopharma shares, representing 6.67 % of the class. Ardsley Partners Fund II, L.P. holds 1,520,900 shares, representing 1.10 % of the class. Both positions are reported with shared voting and shared dispositive power.
Who are the reporting persons on the Aspire Biopharma (ASBP) Schedule 13G?
The filing lists Ardsley Advisory Partners LP, Ardsley Advisory Partners GP LLC, Ardsley Partners I GP LLC, Ardsley Partners Advanced Healthcare Fund, L.P., Ardsley Partners Fund II, L.P., and Philip J. Hempleman as reporting persons, collectively holding 10,750,000 Aspire Biopharma common shares beneficially as of 12/31/2025.
Did Ardsley file the Aspire Biopharma (ASBP) Schedule 13G with an activist intent?
The reporting group certified the Aspire Biopharma shares were acquired and are held in the ordinary course of business. They state they were not acquired or held to change or influence control of Aspire Biopharma or in connection with any control-related transaction.
What voting and dispositive powers does Ardsley report over Aspire Biopharma (ASBP) shares?
The reporting persons state they have zero sole voting or dispositive power over Aspire Biopharma shares. They report shared voting power and shared dispositive power over 10,750,000 common shares, reflecting coordinated authority across the Ardsley entities and Philip J. Hempleman.
What is the event date and filing signature date for the Aspire Biopharma (ASBP) Schedule 13G?
The Schedule 13G relates to an event dated 12/31/2025. Signatures by Steve Napoli, including as attorney-in-fact for Philip J. Hempleman, are dated 02/12/2026, confirming the accuracy and completeness of the reported Aspire Biopharma ownership information.
