M&A - Aspire BioPharma Inc.
Form Type: S-4/A
Filing Date: 2025-01-08
Corporate Action: Merger
Type: Update
Accession Number: 000149315225001441
Filing Summary: Aspire BioPharma, Inc. is involved in a business combination with PowerUp Acquisition Corp. as outlined in Amendment No. 5 to Form S-4. This amendment serves to register securities under the Securities Act of 1933 in relation to the upcoming merger. The primary structure involves a jurisdiction change from the Cayman Islands to Delaware, followed by the renaming of the continuing entity to Aspire Biopharma Holdings, Inc. The filing includes standard details such as company addresses, contact information, and compliance declarations, including aspects of being a smaller reporting company and an emerging growth company.
Additional details:
Property Name: business_combination_partner
Value: PowerUp Acquisition Corp.
Property Name: continuing_entity_name
Value: Aspire Biopharma Holdings, Inc.
Property Name: jurisdiction_change
Value: Cayman Islands to Delaware
Form Type: S-4/A
Filing Date: 2024-12-23
Corporate Action: Merger
Type: Update
Accession Number: 000149315224051892
Filing Summary: Aspire BioPharma, Inc. is involved in a business combination with PowerUp Acquisition Corp., as indicated by the filing of Amendment No. 4 to Form S-4. The transaction includes a domestication from the Cayman Islands to Delaware, after which the continuing entity will be named Aspire BioPharma Holdings, Inc. The filing discusses the proposed issuance of securities in relation to this combination as well as the co-registration of Aspire BioPharma. Various complexities of the merger agreement and regulatory compliance are outlined, including potential impacts on shareholders and the structure of the combined entity.
Additional details:
Approximate Date Of Sale: As soon as practicable after this Registration Statement becomes effective
Plan Of Merger: PowerUp will merge with Aspire BioPharma, leading to a change in the corporate structure and name
Post Merger Entity Name: Aspire BioPharma Holdings, Inc.
Domestication Details: Registrants will transition to Delaware and deregister from the Cayman Islands
Form Type: CORRESP
Filing Date: 2024-12-23
Corporate Action: Acquisition
Type: Update
Accession Number: 000149315224051891
Filing Summary: This correspondence is submitted on behalf of PowerUp Acquisition Corp. in response to comments from the SEC regarding their Amendment No. 3 to the Registration Statement on Form S-4. The letter addresses comments from the SEC staff related to the clinical trial design for Instaprin and its implications for NDA submissions. It clarifies the contingent liability assumed by Aspire Biopharma, specifically indicating that this liability is to Instaprin Pharmaceuticals. Furthermore, it discusses that an accounting firm is reviewing the transaction’s details and that there was a conclusion to remove the previously recognized contingent liability from the financial statements. The document highlights the ongoing changes and amendments being made to ensure compliance with SEC regulations.
Additional details:
Asset Purchase Agreement: The contingent liability is to Instaprin Pharmaceuticals, with Aspire agreeing to remit payments to the SEC on behalf of Instaprin.
Clinical Trial Design: The proposed primary endpoint for Trial 2 of Instaprin would be TXB2 inhibition, with secondary endpoints including pharmacodynamic effect on serum TXB2.
Financial Statements Revision: Management revised disclosures to reflect changes in recognized consideration and contingent liabilities due to future performance milestones.
Form Type: CORRESP
Filing Date: 2024-11-15
Corporate Action: Acquisition
Type: Update
Accession Number: 000149315224046278
Filing Summary: Aspire BioPharma Inc. has been involved in amendments related to its registration statement for a business combination with PowerUp Acquisition Corp. The letter details responses to the SEC's comments on the registration, including clarifications regarding the $1,000,000 promissory note and the acquisition of intellectual property from Instaprin Pharmaceuticals. The Fairness Opinion provided to shareholders is updated to clarify that it is for informational purposes, and issues related to regulatory approval processes and the expected revenue generation timeline are also addressed. Notably, the company has revised its disclosures surrounding the trials for its product candidates, including Instaprin, its anticipated commercialization timeline, and the methodologies used to assess fair value for the acquired assets. Additionally, the correspondence highlights adjustments made to the corporate governance disclosures and financial projections.
Additional details:
Amendment Type: Amendment No. 2
Registration Statement Effective Date: 2024-10-24
Promissory Note Details: PowerUp owes $1,000,000 to the Sponsor due to a promissory note fee agreement related to a previous loan of $2,000,000 to a former target company via a convertible note.
Instaprin Trial Details: Instaprin was tested in a limited clinical trial beginning March 1, 2019 with promising results.
Acquisition Price Instaprin: $3,844,982 based on an SEC settlement and royalty arrangements.
Regulatory Process Status: Regulatory approval process is labeled as 'unproven' for Aspire's product candidates.
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