M&A - PowerUp Acquisition Corp.

Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000149315225007898

Filing Summary: On February 17, 2025, Aspire Biopharma Holdings, Inc. completed a Business Combination involving a merger with Aspire Biopharma, Inc., following an Agreement and Plan of Merger. The merger included a domestication from the Cayman Islands to Delaware, and resulted in Aspire Biopharma Holdings, Inc. becoming the new entity with its common stock listed on The Nasdaq Stock Market. Following the merger, existing Aspire stockholders received shares in the new company on a one-for-one basis. Additionally, the company entered into a Securities Purchase Agreement for the issuance of $3,750,000 in convertible debentures. This report includes executive employment agreements, details on ownership structure after the merger, and various agreements related to the Business Combination including lock-up and non-competition agreements. Finally, it includes forward-looking statements cautioning about the risks and uncertainties associated with the new operations. They expected to list 46,007,513 shares of common stock post-merger and have ongoing considerations regarding securities compliance and public company governance.

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Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000149315225005641

Filing Summary: PowerUp Acquisition Corp. filed an 8-K on February 10, 2025, reporting the results of an extraordinary general meeting of shareholders held on February 4, 2025, which approved a Business Combination with Aspire Biopharma, Inc. The combination entails the merger of PowerUp's wholly owned subsidiary with Aspire, with Aspire becoming a wholly owned subsidiary and PowerUp domesticated in Delaware. Key votes included 7,188,887 Class A ordinary shares in favor of the Business Combination Proposal and a proposal to change PowerUp's name to Aspire Biopharma Holdings, Inc. Following the merger, the new common stock and warrants are slated to trade on Nasdaq under the symbols 'ASBP' and 'ASBPW.' Holders of 507,631 shares opted for redemption at $11.43 per share, amounting to approximately $5.8 million in cash from the trust account. The finalization of the Business Combination is anticipated by February 17, 2025, subject to certain closing conditions.

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Form Type: CORRESP

Filing Date: 2024-10-23

Corporate Action: Merger

Type: Update

Accession Number: 000149315224042292

Filing Summary: PowerUp Acquisition Corp. is submitting a response to comments from the SEC regarding its Registration Statement on Form S-4 filed on September 6, 2024. The document details a series of updates made to reflect the SEC's comments, including clarifications on the implied enterprise value of Aspire as it relates to the Business Combination Agreement, registrations of Public Warrants and New Aspire Class A Common Stock, updates on the commercialization and regulatory status of the Instaprin candidate, and revisions to various disclosures throughout Amendment No. 1. Additionally, it addresses the interests of PowerUp's current officers and shareholders, risk factors associated with Aspire's business history, and specifics regarding compensation and ownership structures following the Business Combination. The revisions aim to ensure compliance with SEC regulations and to provide clear information to shareholders regarding the ongoing merger process.

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