NEW YORK CITY, NY / ACCESS Newswire / February 19, 2025 / Aspire Biopharma, Inc. ("Aspire" or the "Company"), a developer of a multi-faceted patent-protected disruptive drug delivery mechanism technology, and PowerUp Acquisition Corp. (NASDAQ:PWUP), a Nasdaq Global Market® listed special purpose acquisition company, ("PowerUp"), today announced the completion of their previously announced business combination (the "Business Combination"). The Business Combination was approved by PowerUp Acquisition Corp. stockholders on January 31, 2025, and it closed on February 17, 2025. Beginning on February 20, 2025, Aspire Biopharma shares of common stock and warrants will begin to trade on the Nasdaq Global Market and Nasdaq Capital Market (collectively, "Nasdaq"), respectively, under the ticker symbols "ASBP" and "ASBPW," respectively.

The Business Combination is expected to provide Aspire Biopharma with improved access to sources of new capital, enable Aspire to further expand the internal development of new product offerings, accelerate strategic partnerships, and fast-absorbing aspirin for use in stopping cardiac incidents which management believes is a candidate for fast-track approval through the FDA.

About this Transaction

On September 23, 2024, Aspire Biopharma, Inc., a developer of a multi-faceted patent protected disruptive drug delivery mechanism technology, entered into a definitive business combination agreement with PowerUp Acquisition Corp. (NASDAQ:PWUP), a Nasdaq Global Market® listed special purpose acquisition company. Under the terms of the business combination agreement, the SPAC Sponsors and certain current equity holders, officers and directors of Aspire Biopharma have agreed to be subject to a (term) lockup in respect of their common stock, in each case subject to certain customary exceptions, which will provide important stability to the leadership and governance of the combined entity.

The description of the business combination contained herein is only a high-level summary and is qualified in its entirety by the more detailed description of the terms of the transaction provided in the definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on January 14, 2025.

Advisors

Dykema Gossett, PLLC served as legal counsel to PowerUp Acquisition Corp.

Sichenzia Ross Ference Carmel LLP served as legal counsel to Aspire BioPharma, Inc.

About Aspire Biopharma, Inc.

Headquartered in Humacao, Puerto Rico, Aspire Biopharma has developed a disruptive technology through a Novel Soluble Formulation which addresses emergencies, drug efficacy, dosage management, and response time. For more information, please visit www.aspirebiolabs.com.

About PowerUp Acquisition Corp.

PowerUp Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The PowerUp management team is led by Mr. Surendra Ajjarapu, Chief Executive Officer.

Safe Harbor Statement

Certain statements made in this communication are "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of words such as "estimate," "projects," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "would," "should," "future," "propose," "potential," "target," "goal," "objective," "outlook" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of the combined public company, including as they relate to the potential Business Combination and related transactions, pricing and market opportunity, the completion of the potential Business Combination and related transactions, the level of redemptions by PowerUp's public shareholders and the timing of the completion of the proposed Business Combination, including the anticipated closing date of the proposed Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of PowerUp's and Aspire's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Information concerning factors that could cause PowerUp's actual results to differ materially from those contained in these forward-looking statements can be found in the Company's Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Aspire Biopharma, Inc. Contact

TraDigital IR
Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com

Powerup Acquisition Corp. Contact:

Suren Ajjarapu
Chairman and Chief Executive Officer
Suren@SRIRAMAAssociatesLLC.onmicrosoft.com
347-313-8109

SOURCE: Aspire Biopharma, Inc.

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