[8-K] PowerUp Acquisition Corp. Unit Reports Material Event

Rhea-AI Filing Summary

Aspire Biopharma Holdings, Inc. (NASDAQ: ASBP) filed a Form 8-K to disclose an administrative change of its principal executive office. Effective 17 June 2025, the headquarters moved from Humacao, Puerto Rico, to 23150 Fashion Drive, Suite 232, Estero, Florida 33928. No other operational, financial, or strategic information was presented. The filing contains no updates on earnings, guidance, financing, or material transactions, and therefore is considered a routine corporate housekeeping disclosure.

Insights

Corporate Governance Analyst

TL;DR: Routine 8-K; only office relocation; negligible financial impact.

The 8-K reports a simple change of principal executive office to Estero, Florida. There are no accompanying financial statements, cost disclosures, or strategic rationale. Such relocations typically involve limited one-off expenses and do not alter the company’s risk profile, revenue model, or cash flows. Investors should regard the event as administratively neutral; it does not influence valuation multiples, liquidity, or compliance status. Monitoring subsequent filings for cost details would be prudent, but at present the disclosure is non-material.

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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): June 17, 2025

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)

(415) 592-7399

(Registrant’s Telephone Number)

194 Candelaro Drive, #233

Humacao, Puerto Rico 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

On June 17, 2025, the Board of Directors of Aspire Biopharma Holdings, Inc. (the “Company”), changed the Company’s principal executive office to Estero, Florida. The new principal executive office, principal place of business and headquarters is located at 23150 Fashion Drive, Suite 232, Estero, Florida 33928.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASPIRE BIOPHARMA HOLDINGS, INC.
	By:	/s/ Ernest Scheidemann
		Ernest Scheidemann
		Chief Financial Officer
Date: June 18, 2025

FAQ

What did Aspire Biopharma Holdings (ASBP) disclose in its 8-K filed on June 17, 2025?

The company changed its principal executive office to 23150 Fashion Drive, Suite 232, Estero, Florida 33928.

Does the 8-K include any financial results or earnings updates for ASBP?

No. The filing contains no financial statements, earnings data, or guidance.

Is the headquarters move considered a material event for Aspire Biopharma investors?

It is generally viewed as non-material because no strategic or financial impact was disclosed.

Were any costs or incentives related to the relocation disclosed?

No. The 8-K provides no information about relocation costs or incentives.

Who signed the Form 8-K for Aspire Biopharma Holdings?

Chief Financial Officer Ernest Scheidemann signed the report on June 18, 2025.