PowerUp Acquisition Corp. enters into definitive merger agreement with Aspire Biopharma valued at $316.8M

Aspire Biopharma Holdings, Inc.

Consideration to Aspire stockholders: shares of New Aspire Common Stock valued at $316.8M less indebtedness and cash shortfall.
Post-closing board: 7 directors (2 from PowerUp, 5 from Aspire); CEO and CFO to be Aspire's current officers.
Closing conditions include shareholder approvals, SEC effectiveness of Form S-4, Nasdaq listing, and no material adverse effects.
No termination fees; outside date of August 17, 2025 to consummate the transaction.
PowerUp will domesticate from Cayman Islands to Delaware prior to closing.

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