Welcome to our dedicated page for Powerup Acquisition SEC filings (Ticker: PWUPU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for PWUPU provides access to the regulatory record associated with PowerUp Acquisition Corp. and its evolution as reflected in later filings for Aspire Biopharma Holdings, Inc. Early disclosures relate to the company’s status as a blank check entity that completed an initial public offering of units on the Nasdaq Global Market, with details on unit composition, trust account funding and registration effectiveness described in offering-related materials and Form 8-K filings.
More recent filings appear under the name Aspire Biopharma Holdings, Inc., with PowerUp Acquisition Corp. identified as a former name or former address. These Form 8-K reports document material events such as a Securities Purchase Agreement for notes with an original issue discount that are convertible into common stock, the associated registration rights agreement to register the resale of underlying shares, and changes in principal executive office location. Additional filings describe board and management changes, including the resignation and appointment of executive officers and directors, and confirm that the company’s common stock trades on Nasdaq under the symbol ASBP.
On this page, users can review these filings in sequence to understand how the registrant’s name, capital structure and governance have been reported to the Securities and Exchange Commission. AI-powered tools on the platform can help summarize lengthy Form 8-K disclosures, highlight key terms in financing agreements, and clarify the implications of changes in leadership or headquarters location. This allows investors and researchers to quickly interpret the information contained in the company’s SEC filings without reading every provision in detail.
Aspire Biopharma Holdings, Inc. is soliciting proxies for a Special Meeting on November 4, 2025 to seek stockholder approval for three proposals: (1) authorize the Board to effect a reverse stock split at a ratio between 1-for-5 and 1-for-40 within one year, (2) approve the issuance of more than 19.99% of outstanding common stock issuable upon conversion of certain convertible notes and the notes’ conversion floor price defined as 20% of the five-day average closing price prior to the closing date, and (3) permit adjournments to solicit additional proxies. As of the record date, 49,525,970 shares of common stock were outstanding. The proxy describes mechanics, fractional-share treatment (round up at participant level), tax and accounting consequences, Nasdaq listing considerations, and voting requirements.
Aspire Biopharma Holdings, Inc. entered into a Securities Purchase Agreement on August 19, 2025, issuing convertible notes with an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000. The notes carry a 20% original issue discount, do not bear interest, and mature on February 19, 2026.
The notes are convertible into common stock beginning 31 days after issuance at 80% of the lowest closing price over the five trading days before conversion, creating a variable-price conversion feature. The company may prepay the notes at a 20% premium to principal. The notes were sold in a private placement relying on Section 4(a)(2), with RBW Capital Partners receiving an 8% commission and a 1% non-accountable expense allowance. Aspire Biopharma plans to use the proceeds to repay debt and for working capital, and agreed to file a resale registration statement for the underlying shares by September 18, 2025.
Aspire Biopharma Holdings, Inc. reported consolidated interim results reflecting the post-merger company structure and significant financing activity. Total assets were $989,422 and total liabilities were $10,606,207 at June 30, 2025, producing a shareholders' deficit of $9,616,785. The company recorded a net loss of $17,922,621 for the six months ended June 30, 2025, compared with a $327,893 loss in the prior-year period. Cash totaled $206,233 at period end and working capital showed a deficit of $9,567,500. Management recognized $14,131,250 of stock-based compensation upon consummation of the Business Combination and recorded noncash fair value increases in financial liabilities, including $3,617,508 for convertible notes and $2,025,344 for subscription agreement loans.
The company closed a Business Combination in February 2025 that produced net proceeds of $265,827 and subsequent financing including $3,000,000 of convertible note proceeds. Management discloses a substantial doubt about going concern through twelve months from issuance and states additional financing will be required. Subsequent to period end, the CEO and two directors notified the board they would step down and an Interim CEO and a new Audit Committee Chair were appointed.
Aspire Biopharma Holdings, Inc. amended its quarterly report for the three months ended March 31, 2025 to restate previously issued condensed consolidated financial statements and disclose a material weakness in internal control. The amendment recognizes a previously omitted $1,000,000 related‑party promissory note fee liability assumed at the closing of the business combination, increasing total liabilities to $9,918,256 and reducing additional paid‑in capital to $10,760,929. The company reported total assets of $1,965,514, cash of $1,346,543, an accumulated deficit of $18,718,561, and a working capital deficit of $7,903,439.
Operations show a net loss of $15,941,328 for the quarter, producing a basic and diluted loss per share of $0.42 on a weighted average of 37,890,189 shares. The filing discloses significant financing activity assumed in the business combination, including subscription agreement loans of $1,878,268, convertible notes with a fair value of $3,175,354, and an Equity Line of Credit commitment of $100,000,000. Management stated substantial doubt about the company’s ability to continue as a going concern and received Nasdaq notices for minimum market value and minimum bid price deficiencies.