Aspire Biopharma Holdings, Inc. (ASBP): M&A transaction — Aspire Biopharma closes SPAC merger with PowerUp; issues $3.75M convertible debentures

Aspire Biopharma Holdings, Inc.

Business combination closed Feb 17, 2025: Aspire Biopharma becomes wholly owned sub of Aspire Biopharma Holdings (ASBP). Outstanding: 46M shares, 14.4M warrants.
Issued $3.75M principal of 20% OID convertible debentures for $3M net; conversion at 92.5% of 5-day VWAP (floor $4.00). Also issued 2.1M commitment shares.
New CEO Kraig Higginson (salary $180k) and CFO Ernest Scheidemann ($90k). Board: Howe, Stein, Sher, Kimball, Ajjarapu, Fell.
Blackstone Capital receives 1.795M commitment shares as amendment for working capital loans; lock-up and non-competition agreements executed.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Aspire Biopharma Holdings, Inc.: Amended and Restated Certificate of Incorporation containing organizational documents proposals became effective upon filing with Delaware Secretary of State (effective 2025-02-17).

Change: charter amendment
Effective: 2025-02-17

Exact text from the filing

The Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on February 17, 2025, includes the amendments proposed by the Organizational Documents Proposal.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Aspire Biopharma Holdings, Inc.: Company ceased being a shell company as a result of the Business Combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, the Company ceased being a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Aspire Biopharma Holdings, Inc.: Board of directors approved and adopted new Bylaws effective as of the Closing (effective 2025-01-31).

Change: bylaw amendment
Effective: 2025-01-31

Exact text from the filing

On January 31, 2025, the Company’s board of directors approved and adopted the Bylaws of the Company (the “Bylaws”), which became effective as of the Closing.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Aspire Biopharma Holdings, Inc.: Board of directors approved and adopted a new Code of Business Conduct and Ethics (effective 2025-02-17).

Change: code of ethics
Effective: 2025-02-17

Exact text from the filing

in connection with the Business Combination, on February 17, 2025, the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Aspire Biopharma Holdings, Inc. underwent a change of control involving SRIRAMA Associates, LLC for stockholders of Aspire as of immediately prior to the effective time of the Merger hold a portion of the Company’s common stock (closed 2025-02-17).

Action: change of control
Counterparty: SRIRAMA Associates, LLC
Consideration: stockholders of Aspire as of immediately prior to the effective time of the Merger hold a portion of the Company’s common stock
Closing: 2025-02-17

Exact text from the filing

As a result of the completion of the Business Combination pursuant to the Business Combination Agreement, a change of control of the Company has occurred, and the stockholders of the Company as of immediately prior to the Closing held approximately 76.1% of the outstanding shares of New Aspire Common Stock immediately following the Closing.

View on SEC.gov

89 governance changes filed in the last 30 days. Browse all governance changes →

Aspire Biopharma Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-007898

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