PWUP / PowerUp Acquisition Corp. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31. 2026 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31. 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIOPHARMA

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): May 11, 2026 Aspire Biopharma Hol

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): May 11, 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) (Commi

EX-3.1

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 (Amendment No. 1 to) SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

Aspire Biopharma Announces Closing of Second and Final Tranche of $21 Million Private Placement by Select Investors; Secures Commitment Letter for $22.5M Credit Facility to Fund the DCS Acquisition

Exhibit 99.1 Aspire Biopharma Announces Closing of Second and Final Tranche of $21 Million Private Placement by Select Investors; Secures Commitment Letter for $22.5M Credit Facility to Fund the DCS Acquisition ● Company secures Commitment Letter from a leading financial institution of up to $22.5M to finance proposed acquisition of Dura Control Systems (DCS) ● LOI to acquire DCS, a leading global

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): April 20, 2026 Aspire Biopharma H

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): April 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) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2026 Aspire Biopharma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 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) (C

EX-3.1

Exhibit 3.1

Aspire Biopharma Has Entered Into a Letter of Intent to Acquire a Leading Global Automotive Supplier with a 100+ Year History and $200M+ in 2025 Revenue

Exhibit 99.1 Aspire Biopharma Has Entered Into a Letter of Intent to Acquire a Leading Global Automotive Supplier with a 100+ Year History and $200M+ in 2025 Revenue ESTERO, FL / April 16, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), a biopharmaceutical company developing multi-faceted patent-pending drug delivery technology, today announced it has entered int

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): April 15, 2026 Aspire Biopharma H

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): April 15, 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) (Com

EX-3.1

Exhibit 3.1

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): April 16, 2026 Aspire Biopharma H

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): April 16, 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) (Com

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): April 10, 2026 ASPIRE BIOPHARMA H

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): April 10, 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) (Com

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): April 15, 2026 ASPIRE BIOPHARMA H

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): April 15, 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) (Com

Aspire Biopharma Holdings, Inc. 23150 Fashion Drive, Suite 232 Estro, FL 33928 Tel: (908) 987-3002

Aspire Biopharma Holdings, Inc. 23150 Fashion Drive, Suite 232 Estro, FL 33928 Tel: (908) 987-3002 April 13, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Tim Buchmiller Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 File No. 333-293515 Ladies

As filed with the Securities and Exchange Commission on April 10, 2026

As filed with the Securities and Exchange Commission on April 10, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-412

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41293 Aspire Biopharma

LETTER

February 24, 2026 Ernest J. Scheidemann Chief Financial Officer Aspire Biopharma Holdings, Inc. 23150 Fashion Drive, Suite 232 Estero, Florida 33928 Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 Filed February 17, 2026 File No. 333-293515 Dear Ernest J. Scheidemann: This is to advise you that we have not reviewed and will not review your registration statement. Please refe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

As filed with the Securities and Exchange Commission on February 17, 2026

As filed with the Securities and Exchange Commission on February 17, 2026 Registration No.

Calculation of Filing Fee Tables (Form Type) ASPIRE BIOPHARMA HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ASPIRE BIOPHARMA HOLDINGS, INC.

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into and made effective as of February 6, 2026, by and among Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITAL

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): February 6, 2026 Aspire Biopharma

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): February 6, 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) (C

ASPIRE BIOPHARMA ANNOUNCES $21 MILLION PRIVATE PLACEMENT BY SELECT INVESTORS, STRENGTHENING BALANCE SHEET, CAPITAL POSITION, AND FORTIFYING SHAREHOLDER EQUITY TO MEET NASDAQ REQUIREMENTS

Exhibit 99.1 ASPIRE BIOPHARMA ANNOUNCES $21 MILLION PRIVATE PLACEMENT BY SELECT INVESTORS, STRENGTHENING BALANCE SHEET, CAPITAL POSITION, AND FORTIFYING SHAREHOLDER EQUITY TO MEET NASDAQ REQUIREMENTS ESTERO, FL / February 11, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), a biopharmaceutical company developing multi-faceted patent-pending drug delivery technolog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 6, 2026 between Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser appearing on the signature page to the Purchase Agreement (as defined below) (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). WHER

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): February 2, 2026 Aspire Biopharma

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): February 2, 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) (C

The First State

Exhibit 3.1 Delaware The First State Page 1 I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “ASPIRE BIOPHARMA HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE SECOND DAY OF FEBRUARY, A.D. 2026, AT 11:20 O`CLOCK A.M. 10064674 8100 Authentication: 202975080 SR# 20260388463 Date: 02-0

ASPIRE BIOPHARMA HOLDINGS, INC. 8% UNSECURED OID DEBENTURE

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

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): January 26, 2026 ASPIRE BIOPHARMA

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): January 26, 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) (C

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into and made effective as of January 26, 2026, by and among Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITAL

ASPIRE BIOPHARMA HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN STOCK OPTION GRANT NOTICE

Exhibit 10.3 ASPIRE BIOPHARMA HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2024 Stock Incentive Plan (as amended from time to time, the “Plan”) of Aspire Biopharma Holdings, Inc. (the “Company”). The Company has granted to the participant li

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): January 8, 2026 ASPIRE BIOPHARMA

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): January 8, 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) (Co

ASPIRE BIOPHARMA HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN RESTRICTED STOCK Unit Grant Notice

Exhibit 10.2 ASPIRE BIOPHARMA HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN RESTRICTED STOCK Unit Grant Notice Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2024 Stock Incentive Plan (as amended from time to time, the “Plan”) of Aspire Biopharma Holdings, Inc. (the “Company”). The Company has granted to

ASPIRE BIOPHARMA, INC. 2024 STOCK INCENTIVE PLAN ARTICLE I. PURPOSE

Exhibit 10.1 ASPIRE BIOPHARMA, INC. 2024 STOCK INCENTIVE PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and to align their interests and efforts to the long-term interests of the Company’

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): January 7, 2026 ASPIRE BIOPHARMA

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): January 7, 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) (Co

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): January 1, 2026 Aspire Biopharma

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): January 1, 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) (Co

EXCHANGE AGREEMENT

Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this [ ] day of January, 2026 (the “Effective Date”), by and among Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”) and [ ] ([““ ]or the “Investor”) (the Company and the Investor are collectively the “Parties” and are each a “Party”. WHEREAS, the Company’s predecessor, PowerUp Acquisition Corp

Aspire Biopharma Holdings, Inc. 23150 Fashion Drive, Suite 232 Estero, Florida 33928 (908) 987-3002

Aspire Biopharma Holdings, Inc. 23150 Fashion Drive, Suite 232 Estero, Florida 33928 (908) 987-3002 December 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 File No. 333-291902 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Re

Calculation of Filing Fee Tables (Form Type) ASPIRE BIOPHARMA HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ASPIRE BIOPHARMA HOLDINGS, INC.

As filed with the Securities and Exchange Commission on December 3, 2025

As filed with the Securities and Exchange Commission on December 3, 2025 Registration No.

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): November 11, 2025 Aspire Biopharm

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): November 11, 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIOPH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIO

PURCHASE AGREEMENT

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of November 11, 2025, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and ASPIRE BIOPHARMA HOLDINGS, INC., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right t

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): November 4, 2025 ASPIRE BIOPHARMA

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): November 4, 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) (C

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): October 15, 2025 ASPIRE BIOPHARMA

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): October 15, 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) (C

EFFECT

X0101 EFFECT 33 LIVE 2025-09-29 16:30:00 S-1 0001847345 Aspire Biopharma Holdings, Inc. 333-290359

Aspire Biopharma Holdings, Inc. 23150 Fashion Drive, Suite 232 Estro, FL 33928 Tel: (908) 987-3002

Aspire Biopharma Holdings, Inc. 23150 Fashion Drive, Suite 232 Estro, FL 33928 Tel: (908) 987-3002 September 26, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel Crawfor Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 File No. 333-290359 Lad

As filed with the Securities and Exchange Commission on September 26, 2025

As filed with the Securities and Exchange Commission on September 26, 2025 Registration No.

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): September 22, 2025 ASPIRE BIOPHAR

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): September 22, 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)

LETTER

September 24, 2025 Kraig T. Higginson Chairman, Chief Executive Officer Aspire Biopharma Holdings, Inc. 23150 Fashion Drive, Suite 232 Estero, FL 33928 Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 Filed September 18, 2025 File No. 333-290359 Dear Kraig T. Higginson: This is to advise you that we have not reviewed and will not review your registration statement. Please ref

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

Calculation of Filing Fee Tables Form S-1 (Form Type) Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Aspire Biopharma Holdings, Inc.

As filed with the Securities and Exchange Commission on September 18, 2025

As filed with the Securities and Exchange Commission on September 18, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

Aspire Biopharma Holdings, Inc. [Form of] Convertible Promissory Note

Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of August 19, 2025, by and between Aspire Biopharma Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), and each investor identified on the signature pages hereto (each, including it

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 19, 2025, between ASPIRE BIOPHARMA HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” or “Holder” and, collectively, the “Purchasers”). This Agr

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): August 19, 2025 Aspire Biopharma

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): August 19, 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) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIOPHARMA

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 24, 2025 Aspire Biopharma Ho

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 24, 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) (Comm

Financial Statements and Exhibits, Other Events

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) (Comm

Aspire Biopharma Holdings, Inc., Announces Michael C. Howe – with Decades of Experience at Leading and Building Brands in the Healthcare and Consumer Space – to be its New Chief Executive Officer

Exhibit 99.1 Aspire Biopharma Holdings, Inc., Announces Michael C. Howe – with Decades of Experience at Leading and Building Brands in the Healthcare and Consumer Space – to be its New Chief Executive Officer Michael Howe – who currently serves as an Independent Board Member – to assume CEO role on June 10, 2025 Michael’s career spans nationally recognized brands such as MinuteClinic, Procter & Ga

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, Financial Statements and Exhibits

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 10, 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) (Comm

Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Tel: (908) 987-3002

Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Tel: (908) 987-3002 May 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel Crawfor Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 File No. 333-287240 Ladies and G

LETTER

May 20, 2025 Kraig T. Higginson Chief Executive Officer and Chairman Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 Filed May 13, 2025 File No. 333-287240 Dear Kraig T. Higginson: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 Aspire Biopharma

As filed with the Securities and Exchange Commission on May 13, 2025

As filed with the Securities and Exchange Commission on May 13, 2025 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ASPIRE BIOPHARMA HOLDINGS, INC.

Form of Settlement Agreement

Exhibit 10.1 EXECUTION VERSION SETTLEMENT AGREEMENT This settlement agreement (“Agreement”) is made as of this 24th day of April 2025, between and among Cobra Alternative Capital Strategies LLC (“Cobra”), Blackstone Capital Advisors, (“Blackstone”), and their affiliates (the “Lenders”), and Aspire Biopharma Holdings, Inc. (“Aspire”) (each of Cobra, Blackstone and Aspire may be referred to herein a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 24, 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) (Com

Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Tel: (908) 987-3002

Aspire Biopharma Holdings, Inc. 194 Candelaro Drive, #233 Humacao, PR 00791 Tel: (908) 987-3002 April 18, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Tyler Howes Re: Aspire Biopharma Holdings, Inc. Registration Statement on Form S-1 File No. 333-286444 Ladies and Ge

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): April 18, 2025 Aspire Biopharma H

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): April 18, 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) (Com

LETTER

April 16, 2025 Kraig Higginson Chief Executive Officer Aspire Biopharma Holdings, Inc.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ASPIRE BIOPHARMA HOLDINGS, INC.

As filed with the Securities and Exchange Commission on April 9, 2025

As filed with the Securities and Exchange Commission on April 9, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41293 Aspire Biopharma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

Form of Executive Employment Agreement between New Aspire and Kraig Higginson (incorporated by reference from Exhibit 10.11 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Kraig Higginson, an individual and resident of the Commonwealth of Puerto Rico (the “Executive”). As used in this Agreement, Company and

List of Subsidiaries of the Company. (incorporated by reference from Exhibit 21.1 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 21.1 List of Subsidiaries Aspire Biopharma, Inc., a Delaware Corporation

Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2025, by and between ASPIRE BIOPHARMA HOLDINGS INC. (formerly known as Powerup Acquisition Corp.), a Delaware corporation (together with its successors and assigns, the “Company”), and those certain purchasers identified on the signature page hereto (together with it permitted assi

Form of Security Agreement (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of February 19, 2025 (this “Agreement”), is among ASPIRE BIOPHARMA HOLDINGS INC., a Delaware corporation (together with its successors and assigns, the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 20% original is

Form of Guarantee (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.4 GUARANTEE GUARANTEE (the “Guarantee”), dated as of February 19, 2025, by the Guarantor (as defined below) in favor of the Purchasers (as defined below). WHEREAS, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Borrower”), is the holder of certain equity interests of the Guarantor; and WHEREAS, pursuant to that certain Security Agreement (defined below), the Borrower is p

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Current Report 8-K filed with the SEC on February 21, 2025)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 2025, between ASPIRE BIOPHARMA HOLDINGS INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”). Each of the Company and each Purchaser shall individually be referred to her

Letter from Marcum LLP to the Securities and Exchange Commission dated February 21, 2025.

Exhibit 16.1

Bylaws of Aspire Biopharma Holdings, Inc. (incorporated by reference from Exhibit 3.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc. on February 21, 2025).

Exhibit 3.2 BYLAWS OF POWERUP ACQUISITION CORP. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Del

Aspire Biopharma Holdings, Inc. Announces the Execution of Securities Purchase Agreement

Exhibit 99.2 Aspire Biopharma Holdings, Inc. Announces the Execution of Securities Purchase Agreement NEW YORK CITY, NY / ACCESS Newswire / February 20, 2025 / Aspire Biopharma, Inc. (“Aspire” or the “Company”), a developer of a multi-faceted patent-protected disruptive drug delivery mechanism technology (Nasdaq:ASBP)(Nasdaq:ASBPW), today announced that it entered into a definitive Securities Purc

Form of Non-Compete (incorporated by reference from Exhibit 10.10 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.10 Director Non-Compete Agreement This Director Non-Compete Agreement (“Agreement”) is entered into by and between Aspire Biopharma Inc., a Puerto Rico corporation, with its principal place of business located at 194 Candelaro Drive, #233, Humacao, Puerto Rico 00791 (the “Employer” or “Company”), on behalf of itself, its current, past, and future, parents, subsidiaries, and other corpor

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, FL 33432 February 19, 2025 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the exclusi

Amended and Restated Certificate of Incorporation of Aspire Biopharma Holdings, Inc.

Exhibit 3.1

Form of Debenture (incorporated by reference from Exhibit 10.40 to the Current Report 8-K filed with the SEC on February 21, 2025)

Exhibit 10.40 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

Form of Executive Employment Agreement between New Aspire and Ernest Scheidemann (incorporated by reference from Exhibit 10.12 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Ernest J. Scheidemann, Jr., an individual and resident of the State of Florida (the “Executive”). As used in this Agreement, Company and

2024 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.37 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.37 ASPIRE BIOPHARMA, INC. 2024 STOCK INCENTIVE PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and to align their interests and efforts to the long-term interests of the Company

Form of Lock-Up Agreement (incorporated by reference from Exhibit 10.9 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.9 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February , 2025 by and between (i) PowerUp Acquisition Corp., incorporated as a Cayman Islands exempted company (including any successor entity thereto, the “Purchaser”), (ii) SRIRAMA Associates, LLC, a Delaware limited liability company, in its capacity as Purchaser Representative, and (iii) (t

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): February 17, 2025 Aspire Biopharm

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): February 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) (

Form of Amendment Agreement (incorporated by reference from Exhibit 10.8 to the Form 8-K filed by the Company on February 21, 2025).

Exhibit 10.8 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (the “Company”) and Blackstone Capital Advisors, Inc. (the “Subscriber”) is dated and effective as of this 17th day of February, 2025. Each of the Company and the Subscriber are a “Party,” and collectively, the “Parties.” RECITALS WHEREAS, the Company entered into that certain Agree

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (“Form 8-K”) and, if not defined in the Form 8-K, in the Proxy Statement/Prospectus, which is incorporated by reference. Unless the context otherwise requires, the “Company” or “New Aspire” refers to

Aspire Biopharma Holdings, Inc., Announces Public Listing on Nasdaq

Exhibit 99.1 Aspire Biopharma Holdings, Inc., Announces Public Listing on Nasdaq The closing of the business combination with PowerUp Acquisition Corp. creates Nasdaq-listed biopharmaceutical company dedicated to developing breakthrough innovations in FDA approved drugs, nutraceuticals, and supplements Aspire has multiple product candidates in key areas of medical needs such as a fast-acting aspir

Form of Leak Out Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc. on February 20, 2025)

Exhibit 10.2 LOCK-UP AGREEMENT As of February , 2025 Ladies and Gentlemen: The undersigned understands that ASPIRE BIOPHARMA HOLDINGS INC. (formerly known as Powerup Acquisition Corp.), a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a certain business transaction (the “Transaction”). Capitalized terms are used as defined in the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 13, 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) (

ELOC Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Aspire Biopharma Holdings, Inc., on February 20, 2025).

Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 13, 2025, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and POWERUP ACQUISITION CORP, a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have

Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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): February 4, 2025 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissi

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF POWERUP ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 46,515,144 SHARES OF COMMON STOCK, 14,375,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS AND 14,375,000 WARRANTS OF POWE

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281991 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF POWERUP ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 46,515,144 SHARES OF COMMON STOCK, 14,375,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS AND 14,375,000 WARRANTS OF POWERUP ACQUISITION CORP. (SUCH SECURITIES TO BE ISSUED AFTER ITS DOMESTICATION AS

Aspire Biopharma, Inc. 194 Candelaro Drive, #233 Humacao, Puerto Rico 00791 Tel: (415) 592-7399

Aspire Biopharma, Inc. 194 Candelaro Drive, #233 Humacao, Puerto Rico 00791 Tel: (415) 592-7399 January 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Hawes Re: PowerUp Acquisition Corp. Registration Statement on Form S-4 File No. 333-281991 Ladies and Gentlemen: Pursuant to

188 Grand Street, Unit #195 New York, NY 10013

188 Grand Street, Unit #195 New York, NY 10013 January 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: PowerUp Acquisition Corp. Registration Statement on Form S-4 File No. 333-281991 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigne

As filed with the Securities and Exchange Commission on January 8, 2025.

As filed with the Securities and Exchange Commission on January 8, 2025. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as spec

Form of Executive Employment Agreement between New Aspire and Kraig Higginson.

Exhibit 10.26 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Kraig Higginson, an individual and resident of the Commonwealth of Puerto Rico (the “Executive”). As used in this Agreement, Company and Executive

Form of Executive Employment Agreement between New Aspire and Ernest Scheidemann.

Exhibit 10.27 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Ernest Scheidemann, an individual and resident of the State of Florida (the “Executive”). As used in this Agreement, Company and Executive are some

Promissory Note, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc.

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

Registration Rights Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this “Agreement”) dated as of December 13, 2024 among PowerUp Acquisition Corp., a Cayman Island corporation (the “Company”), and the Person named on Schedule 1 as the Holder (the “Holder”). RECITALS WHEREAS, pursuant to those certain Subscription Agreements each dated effective as of December 13, 2024, by and among the Comp

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): December 18, 2024 PowerUp Acquisi

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): December 18, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 18, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Registration Rights Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this “Agreement”) dated as of December 13, 2024 among PowerUp Acquisition Corp., a Cayman Island corporation (the “Company”), and the Person named on Schedule 1 as the Holder (the “Holder”). RECITALS WHEREAS, pursuant to those certain Subscription Agreements each dated effective as of December 13, 2024, by and among the Comp

Promissory Note, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

Subscription Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024).

Exhibit 10.1 THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER,

Subscription Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc.

EX-10.1 2 ex10-1.htm Exhibit 10.1 THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COM

As filed with the Securities and Exchange Commission on December 23, 2024.

As filed with the Securities and Exchange Commission on December 23, 2024. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as sp

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 WWW.DYKEMA.COM Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] December 23, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker Re: P

LETTER

December 19, 2024 Surendra Ajjarapu Chief Executive Officer PowerUp Acquisition Corp.

As filed with the Securities and Exchange Commission on December 10, 2024.

As filed with the Securities and Exchange Commission on December 10, 2024. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as sp

Consent of Gary Stein to be Named as a Director Nominee (incorporated by reference from Exhibit 99.3 to the Form S-4/A filed by PowerUp Acquisition Corp. on December 10, 2024).

Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Aspire Biopharma Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on For

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] December 10, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker Re: P

LETTER

December 2, 2024 Surendra Ajjarapu Chief Executive Officer PowerUp Acquisition Corp.

Opinion of KPSN & Associates LLP (incorporated by reference from Exhibit 98.1 to the Form S-4/A filed by PowerUp Acquisition Corp. on November 15, 2024).

Exhibit 98.1 September 4, 2024 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Surendra Ajjarapu, CEO Dear Mr. Surendra Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on July 22, 2024, to consumma

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] November 15, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker Re: P

As filed with the Securities and Exchange Commission on November 15, 2024.

As filed with the Securities and Exchange Commission on November 15, 2024. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUP ACQU

Amended and Restated Memorandum and Articles of Association of the Company, as amended through May 22, 2024.

Exhibit 3.1

LETTER

November 7, 2024 Surendra Ajjarapu Chief Executive Officer PowerUp Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-412

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

Opinion of KPSN & Associates LLP.

Exhibit 98.1 September 4, 2024 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Surendra Ajjarapu, CEO Dear Mr. Surendra Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on July 22, 2024, to consumma

Amended and Restated Calculation of Filing Fee Table (incorporated by reference from Exhibit 107 to the Form S-4/A filed by PowerUp Acquisition Corp. on October 24, 2024).

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) PowerUp Acquisition Corp.

As filed with the Securities and Exchange Commission on October 24, 2024.

As filed with the Securities and Exchange Commission on October 24, 2024. Registration No. 333-281991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as spec

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] October 24, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes, Tim Buchmiller, Eric Atallah, and Lynn Dicker Re: Po

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 9, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

Second Amendment Agreement, dated October 9, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on October 10, 2024).

Exhibit 2.1 SECOND AMENDMENT AGREEMENT This Second Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 9th day of October 2024. Each of Purchaser, Merger Sub,

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): October 9, 2024 PowerUp Acquisiti

425 1 form425.htm 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): October 9, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorpo

Second Amendment Agreement between PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. dated October 9, 2024.

EX-2.1 2 ex2-1.htm Exhibit 2.1 SECOND AMENDMENT AGREEMENT This Second Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 9th day of October 2024. Each of Pur

LETTER

October 8, 2024 Surendra Ajjarapu Chief Executive Officer PowerUp Acquisition Corp.

Promissory Note Fee Agreement by and among SRIRAMA Associates, LLC and PowerUp Acquisition Corp. dated October 2, 2024 (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on October 4, 2024).

Exhibit 2.1 PROMISSORY NOTE FEE AGREEMENT This PROMISSORY NOTE FEE AGREEMENT (this “Agreement”) is made and entered into effectively as of October 2, 2024 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”) and PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”) (each a “Party” and, collectively, the “Parties”). WHEREAS,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 2, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

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): October 2, 2024 PowerUp Acquisiti

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): October 2, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

Promissory Note Fee Agreement by and among SRIRAMA Associates, LLC and PowerUp Acquisition Corp. dated October 2, 2024.

Exhibit 2.1 PROMISSORY NOTE FEE AGREEMENT This PROMISSORY NOTE FEE AGREEMENT (this “Agreement”) is made and entered into effectively as of October 2, 2024 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”) and PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”) (each a “Party” and, collectively, the “Parties”). WHEREAS,

Subscription Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.20 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.20 THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER

Pharmaceutical Development Agreement dated June 26, 2022, by and among Aspire BioPharma, Inc. and Glatt Air Techniques Inc. (incorporated by reference from Exhibit 10.18 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024),

Exhibit 10.18

Amendment Agreement, dated September 5, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 5th day of September 2024. Each of Purchaser, Merger Sub, Sponsor, Se

Amendment Agreement between PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. dated September 5, 2024.

Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 5th day of September 2024. Each of Purchaser, Merger Sub, Sponsor, Se

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 5, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

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): September 5, 2024 PowerUp Acquisi

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): September 5, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Asset Purchase Agreement dated March 2022, by and among Aspire BioPharma, Inc. and Instaprin Pharmaceuticals Incorporated (incorporated by reference from Exhibit 10.17 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.17 ASSET PURCHASE AGREEMENT BETWEEN ASPIRE BIOPHARMA, INC. (“BUYER”) AND INSTAPRIN PHARMACEUTICALS INCORPORATED (THE “COMPANY”) DATED MARCH , 2022 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is made as of March , 2022 by and among ASPIRE BIOPHARMA, INC. (“Buyer”), and INSTAPRIN PHARMACEUTICALS INCORPORATED (the “Company”). WHEREAS, this Agreement contemplate

Consent of Barbara Sher to be Named as a Director Nominee (incorporated by reference from Exhibit 99.4 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Aspire Biopharma Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on For

Consent of Brian Campbell to be Named as a Director Nominee (incorporated by reference from Exhibit 99.3 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Aspire Biopharma Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on For

Consent of KPSN & Associates LLP (incorporated by reference from Exhibit 99.1 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 99.1 Consent of KPSN & ASSOCIATES LLP We hereby consent to the quotation and summarization of our opinion letter dated September 4, 2024, to the Board of Directors of PowerUp Acquisition Corp. (the “Company”) in the proxy statement/prospectus contained in the Company’s Registration Statement on Form S-4 relating to the proposed merger of PowerUp Merger Sub II, Inc., a wholly owned subsidia

Opinion of KPSN & Associates LLP.

Exhibit 98.1 September 4, 2024 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Surendra Ajjarapu, CEO Dear Mr. Surendra Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on July 22, 2024, to consumma

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) PowerUp Acquisition Corp.

As filed with the Securities and Exchange Commission on September 6, 2024.

As filed with the Securities and Exchange Commission on September 6, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Aspire Biopharma, Inc.** (Exact name of co-registrant as specified in its charter) C

Loan and Transfer Agreement, dated January 10, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Jinal Sheth (incorporated by reference from Exhibit 10.13 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.13

Consent of Michael Howe to be Named as a Director Nominee (incorporated by reference from Exhibit 99.2 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 99.2 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Aspire Biopharma Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on For

Certificate of Designation of Aspire Biopharma, Inc. (incorporated by reference from Exhibit 10.19 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.19 CERTIFICATE OF DESIGNATION OF ASPIRE BIOPHARMA, INC. SERIES A PREFERRED STOCK On behalf of Aspire Biopharma, Inc., a Puerto Rico corporation (the “Company”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Company (the “Board”): RESOLVED, that, pursuant to the authority granted to and vested in the Board by the pro

Subscription Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc. and Kitts Group, LLC (incorporated by reference from Exhibit 10.21 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024).

Exhibit 10.21 THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER

Aspire Biopharma, Inc., and PowerUp Acquisition Corp. Announce Business Combination Agreement to Create Nasdaq-listed Biopharmaceutical Company Driving Breakthrough Innovations in FDA Approved Drugs, Nutraceuticals and Supplements

Exhibit 99.1 Aspire Biopharma, Inc., and PowerUp Acquisition Corp. Announce Business Combination Agreement to Create Nasdaq-listed Biopharmaceutical Company Driving Breakthrough Innovations in FDA Approved Drugs, Nutraceuticals and Supplements Highlights ● Transaction Valuation: The transaction values Aspire Biopharma, Inc. at a pre-money equity value of approximately $316 million. ● Industry-Lead

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): September 3, 2024 PowerUp Acquisi

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): September 3, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Agreement and Plan of Merger, dated August 26, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on August 30, 2024).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB II, Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, StePHEN Quesenberry as the Seller Representative, and ASPIRE BIOPHARMA, INC., as the Company Dated as of August 26, 2024 TABLE OF CONTENTS Article I Merger 2 1.1. Merger 2 1.2. Effective Time 2 1.3.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 26, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

Agreement and Plan of Merger, dated August 26, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB II, Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, StePHEN Quesenberry as the Seller Representative, and ASPIRE BIOPHARMA, INC., as the Company Dated as of August 26, 2024 TABLE OF CONTENTS Article I Merger 2 1.1. Merger 2 1.2. Effective Time 2 1.3.

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): August 26, 2024 PowerUp Acquisiti

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): August 26, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUP ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41293

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41293 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F

August 2, 2024

August 2, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill, Tim Buchmiller, Tara Harkins, and Vanessa Robertson Re: PowerUp Acquisition Corp. Registration Statement on Form S-4 Originally Filed January 26, 2024 File No. 333-276727 Dear Ms. Hamill, Mr. Buchmiller, Ms. Harkins and M

PWUP / PowerUp Acquisition Corp. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PowerUp Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 19, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on June 24, 2024.

As filed with the Securities and Exchange Commission on June 24, 2024. Registration No. 333-276727 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or other jurisdiction of incorp

Opinion of The Mentor Group, Inc. (attached as Annex J to the proxy statement/prospectus that forms a part of this registration statement).

Exhibit 99.1 December 19, 2023 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Suren Ajjarapu CEO Dear Mr. Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on November 21, 2023, to consummate a busi

SUBSCRIPTION AGREEMENT

Exhibit 10.16 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of May 9, 2024 (the “Effective Date”), by, between and among [](the “Investor”), PowerUp Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”), and VKSS Capital, LLC, a Delaware limited liability c

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 6, 2024 PowerUp Acquisition

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 6, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

Amendment Agreement, dated June 6, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., and Ryan Bleeks (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on June 7, 2024).

Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“PowerUp”), PowerUp Merger Sub Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Ryan Bleeks (“Seller Representative”) and Visiox Pharmaceuticals, Inc. (“Visiox”) is dated and effective as of this 6th day of June 2024. Each of PowerUp, Merger Sub, Sponsor, Seller Representat

Amendment No. 1 to Agreement and Plan of Merger, entered into June 6, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Ryan Bleeks, and Visiox Pharmaceuticals, Inc.

Exhibit 2.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“PowerUp”), PowerUp Merger Sub Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Ryan Bleeks (“Seller Representative”) and Visiox Pharmaceuticals, Inc. (“Visiox”) is dated and effective as of this 6th day of June 2024. Each of PowerUp, Merger Sub, Sponsor, Seller Representat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 6, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUP ACQUISIT

JOINT FILING AGREEMENT

EX-99.1 2 d783976dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of PowerUp Acquisition Corp. dated as of May 28, 2024, is and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the p

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): May 22, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference from Exhibit 3.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 28, 2024).

Exhibit 3.1

PWUP / PowerUp Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* PowerUp Acquisition Corp G7207P103 (CUSIP Number) May 22, 2024 (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) * Th

Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 22, 2024).

Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectiv

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 22, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

Form of Non-Redemption Agreement.

Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, “In

Issuer Direct Corporation One Glenwood Ave, Suite 1001 Raleigh, NC 27603 (919) 481-4000

Exhibit 99.1 PowerUp Acquisition Corp. Announces Postponement of Extraordinary General Meeting of Shareholders New York, NY – May 20, 2024 – PowerUp Acquisition Corp. (the “Company”) (Nasdaq: PWUP) announced today that its extraordinary general meeting of shareholders (the “Meeting”), which was originally scheduled for May 17, 2024 and postponed to May 21, 2024, has been further postponed to 2:00

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): May 20, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

Other Events, Financial Statements and Exhibits

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): May 16, 2024 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commission F

Issuer Direct Corporation One Glenwood Ave, Suite 1001 Raleigh, NC 27603 (919) 481-4000

Exhibit 99.1 PowerUp Acquisition Corp. Announces Postponement of Extraordinary General Meeting of Shareholders New York, NY – May 16, 2024 – PowerUp Acquisition Corp. (the “Company”) (Nasdaq: PWUP) announced today that its extraordinary general meeting of shareholders (the “Meeting”), which was originally scheduled for May 17, 2024, has been postponed to 9:00 a.m. Eastern Time, on Tuesday, May 21,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41293

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41293 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

Opinion of The Mentor Group, Inc. (attached as Annex I to the proxy statement/prospectus that forms a part of this registration statement).

Exhibit 99.1 December 19, 2023 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Suren Ajjarapu CEO Dear Mr. Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on November 21, 2023, to consummate a busi

As filed with the Securities and Exchange Commission on May 13, 2024.

As filed with the Securities and Exchange Commission on May 13, 2024. Registration No. 333-276727 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or other jurisdiction of incorpo

Form of Subscription Agreement dated May 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, and Investor (incorporated by reference from Exhibit 10.16 to the Form S-4/A filed by PowerUp Acquisition Corp. on May 14, 2024).

Exhibit 10.16 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of May 9, 2024 (the “Effective Date”), by, between and among [](the “Investor”), PowerUp Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”), and VKSS Capital, LLC, a Delaware limited liability c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Insider Trading Policy of PowerUp Acquisition Corp. (incorporated by reference from Exhibit 19.1 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024).

Exhibit 19.1 INSIDER TRADING POLICY OF POWERUP ACQUISITION CORP. This insider trading policy (this “Policy”) describes the standards of PowerUp Acquisition Corp., a Cayman Islands exempted company, and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential informa

List of Subsidiaries of PowerUp Acquisition Corp (incorporated by reference from Exhibit 21.1 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024).

Exhibit 21.1 SUBSIDIARIES SUBSIDIARY JURISDICTION OF INCORPORATION PowerUp Merger Sub Inc. Delaware

Clawback Policy (incorporated by reference from Exhibit 97.1 to the Form 10-K filed by the Company on March 11, 2024).

Exhibit 97.1 POWERUP ACQUISITION CORP. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION POLICY November 2023 This Recovery of Erroneously Awarded Compensation Policy (this “Policy”) is the compensation recovery policy of PowerUp Acquisition Corp. (the “Company”), adopted by the Company in accordance with the provisions of Rule 10D-1 promulgated by the Securities and Exchange Commission (the “SEC”) und

Loan and Transfer Agreement, dated January 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Apogee Pharma Inc. (incorporated by reference from Exhibit 10.11 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024).

Exhibit 10.11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41293 PowerUp Acquisiti

Form of Subscription Agreement dated March 5, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, Visiox Pharmaceuticals, Inc., and Investor (incorporated by reference from Exhibit 10.12 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024).

Exhibit 10.12 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of March 5, 2024 (the “Effective Date”), by, between and among [●] (the “Investor”), PowerUp Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”), VKSS Capital, LLC, a Delaware limited liability c

PWUP / PowerUp Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 POWERUP ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

PWUP / PowerUp Acquisition Corp. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

SC 13G/A 1 pwupa121324.htm BANK OF NOVA SCOTIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PowerUp Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 29, 2023 (Date of Event which Requires F

KYG7207P1110 / POWERUP ACQUISITION CORP / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PowerUp Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7207P111 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check th

PWUP / PowerUp Acquisition Corp. / ADAGE CAPITAL PARTNERS GP, L.L.C. - POWERUP ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0559sc13ga.htm POWERUP ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

LETTER

United States securities and exchange commission logo January 31, 2024 Howard Doss Chief Financial Officer PowerUp Acquisition Corp.

Filed by PowerUp Acquisition Corp.

Filed by PowerUp Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: PowerUp Acquisition Corp. Commission File No. 001-41293 PowerUp Acquisition Corp. and Visiox Pharmaceuticals, Inc. Announce Filing of Registration Statement on Form S-4 to the SEC in Connection with the Previous

Amendment No. 1 to Secured Convertible Promissory Note, dated January 18, 2024, by and between Visiox Pharmaceuticals, Inc. and SRIRAMA Associates, LLC (incorporated by reference from Exhibit 10.13 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 10.13 Amendment No. 1 to SECURED CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to Secured Convertible Promissory Note (this “Amendment”) is made as of January 18, 2024 (the “Effective Date”), by and between Visiox Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SRIRAMA Associates, LLC, a Delaware limited liability company (“Investor”). Company and Investor are togethe

Secured Convertible Promissory Note, dated December 1, 2023, issued by Visiox Pharmaceuticals, Inc. to SRIRAMA Associates, LLC (incorporated by reference from Exhibit 10.12 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 10.12 SECURED CONVERTIBLE NOTE THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PU

Consent of Richard Rubino to be Named as a Director Nominee (incorporated by reference from Exhibit 99.5 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 99.5 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Visiox Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and

Consent of Tom Mitro to be Named as a Director Nominee (incorporated by reference from Exhibit 99.4 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Visiox Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and

Opinion of The Mentor Group, Inc. (attached as Annex I to the proxy statement/prospectus that forms a part of this registration statement).

Exhibit 99.1 December 19, 2023 Board of Directors PowerUp Acquisition Corp. 188 Grand Street Unit #195 New York, NY 10013 c/o Mr. Suren Ajjarapu CEO Dear Mr. Ajjarapu: We understand that PowerUp Acquisition Corp. (“PowerUp” and “Purchaser”), a publicly-traded special purpose acquisition corporation, entered into a non-binding letter of intent (“Proposal”) on November 21, 2023, to consummate a busi

As filed with the Securities and Exchange Commission on January 26, 2024.

As filed with the Securities and Exchange Commission on January 26, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PowerUp Acquisition Corp.* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 N/A (State or other jurisdiction of incorporation or organizatio

Consent of The Mentor Group, Inc. (incorporated by reference from Exhibit 99.2 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024)

Exhibit 99.2 Consent of The Mentor Group, Inc. We hereby consent to the quotation and summarization of our opinion letter dated December 19, 2023 to the board of directors of PowerUp Acquisition Corp. (the “Company”) in the proxy statement/prospectus contained in the Company’s Registration Statement on Form S-4 relating to the proposed acquisition of Visiox Pharmaceuticals, Inc. (the “Registration

Calculation of Filing Fee Table (incorporated by reference from Exhibit 107 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) PowerUp Acquisition Corp.

Consent of Ryan Bleeks to be Named as a Director Nominee (incorporated by reference from Exhibit 99.3 to the Form S-4 filed by PowerUp Acquisition Corp. on January 26, 2024).

Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named as a director nominee to the board of directors of Visiox Holdings, Inc. and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 January 23, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ameen Hamady and Kristi Marrone Re: PowerUp Acquisition Corp. Form 10-K for the year ended December 31, 2022 Filed Mar

Agreement and Plan of Merger, dated December 26, 2023, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., and Ryan Bleeks.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, RYAN BLEEKS, as the Seller Representative, and VISIOX PHARMACEUTICALS, INC., as the Company Dated as of December 26, 2023 TABLE OF CONTENTS Article I Merger 2 1.1. Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger

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): December 21, 2023 PowerUp Acquisi

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): December 21, 2023 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): December 21, 2023 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commiss

Agreement and Plan of Merger, dated December 26, 2023, by and among PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., and Ryan Bleeks (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on December 28, 2023).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, RYAN BLEEKS, as the Seller Representative, and VISIOX PHARMACEUTICALS, INC., as the Company Dated as of December 26, 2023 TABLE OF CONTENTS Article I Merger 2 1.1. Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger

Loan and Transfer Agreement, dated December 21, 2023, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and SSVK Associates, LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on December 28, 2023).

Exhibit 10.1

Visiox Pharmaceuticals, Inc., a Commercial-Stage Biopharmaceutical Company to be Listed on Nasdaq Through a Business Combination with PowerUp Acquisition Corp.

Exhibit 99.1 Visiox Pharmaceuticals, Inc., a Commercial-Stage Biopharmaceutical Company to be Listed on Nasdaq Through a Business Combination with PowerUp Acquisition Corp. Tarrytown, NY and New York, NY, Dec. 27, 2023 (GLOBE NEWSWIRE) — Visiox Pharmaceuticals, Inc. (“Visiox” or the “Company”), a commercial-stage biopharmaceutical company, and PowerUp Acquisition Corp. (“PowerUp”) (Nasdaq: PWUP) t

Visiox Pharmaceuticals, Inc., a Commercial-Stage Biopharmaceutical Company to be Listed on Nasdaq Through a Business Combination with PowerUp Acquisition Corp.

Exhibit 99.1 Visiox Pharmaceuticals, Inc., a Commercial-Stage Biopharmaceutical Company to be Listed on Nasdaq Through a Business Combination with PowerUp Acquisition Corp. Tarrytown, NY and New York, NY, Dec. 27, 2023 (GLOBE NEWSWIRE) — Visiox Pharmaceuticals, Inc. (“Visiox” or the “Company”), a commercial-stage biopharmaceutical company, and PowerUp Acquisition Corp. (“PowerUp”) (Nasdaq: PWUP) t

Loan and Transfer Agreement, dated December 21, 2023, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and SSVK Associates, LLC.

Exhibit 10.1

PWUP / PowerUp Acquisition Corp. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

SC 13G 1 pwup122223.htm BANK OF NOVA SCOTIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PowerUp Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statemen

LETTER

United States securities and exchange commission logo December 26, 2023 Howard Doss Chief Financial Officer PowerUp Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUP ACQU

Joint Filing Agreement by and among SRIRAMA Associates, LLC and Surendra Ajjarapu, dated August 31, 2023.

Exhibit 99.4 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D, dated September 1, 2023, with respect to the Class A ordinary shares, par value $0.0001 per share of PowerUp Acquisition Corporation, a Cayman Islands exempted company, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the

PWUP / PowerUp Acquisition Corp - Class A / SRIRAMA Associates, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P103 (CUSIP Number) SRIRAMA Associates, LLC Attn: Surendra Ajjarapu 515 Madison Ave, Suite 880 New York, New York 10022 wit

PWUP / PowerUp Acquisition Corp - Class A / PowerUp Sponsor LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P 103 (CUSIP Number) August 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): August 18, 2023 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation) (Commissio

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): August 14, 2023 (August 14, 2023)

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): August 14, 2023 (August 14, 2023) PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41293 N/A (State or Other Jurisdiction of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293

Purchase Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, PowerUp Acquisition Corp., and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on July 19, 2023).

Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of July 14, 2023 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (the “Acquirer”), PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and PowerUp Sponsor LLC, a Delaware limited liability company (“Sponsor”) (each

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 14, 2023 PowerUp Acquisition

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 14, 2023 PowerUp Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41293 N/A (State or Other Jurisdiction of Incorporation) (Commission File

PWUP / PowerUp Acquisition Corp - Class A / PowerUp Sponsor LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* PowerUp Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7207P 103 (CUSIP Number) May 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2023 (May 18, 2023) POW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2023 (May 18, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporati

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): May 23, 2023 (May 18, 2023) POWER

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): May 23, 2023 (May 18, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation

Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 23, 2023).

Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF POWERUP ACQUISITION CORP. Extension Amendment Proposal “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 and Article 49.8 in their entirety and the insertion of the following langua

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): May 15, 2023 (May 9, 2023) POWERU

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): May 15, 2023 (May 9, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4129

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): May 9, 2023 (May 3, 2023) POWERUP

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): May 9, 2023 (May 3, 2023) POWERUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41293 N/A (State or other jurisdiction of incorporation)