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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.
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