{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-007898","form_type":"8-K","ticker":"ASBP","cik":"0001847345","company_name":"Aspire Biopharma Holdings, Inc.","filed_at":"2025-02-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:05.263192+00:00","generated_at":"2026-05-26T07:09:47.823049+00:00","sec_items":["1.01","2.01","9.01","4.01","2.03","3.02","3.03","5.03","5.01","5.02","5.05","5.06","7.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Aspire Biopharma closes SPAC merger with PowerUp; issues $3.75M convertible debentures","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-007898","json":"https://secwatch.observer/filing/0001493152-25-007898.json","markdown":"https://secwatch.observer/filing/0001493152-25-007898.md","text":"https://secwatch.observer/filing/0001493152-25-007898.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-26T07:09:47.823049+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"22cbb025c76ad2e9bc64d908a6da675315b3720f","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-02-17"}],"fact_type":"governance_change"},{"claim_id":"5a39d19b7fc72eda0f413feeda44059e013af162","claim":"Aspire Biopharma Holdings, Inc.: Company ceased being a shell company as a result of the Business Combination.","evidence_excerpt":"As a result of the Business Combination, the Company ceased being a shell company.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"shell status"}],"fact_type":"governance_change"},{"claim_id":"885d645cfc8a8e4cad8a6529f26d6d6c3fc14a19","claim":"Aspire Biopharma Holdings, Inc.: Board of directors approved and adopted new Bylaws effective as of the Closing (effective 2025-01-31).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-01-31"}],"fact_type":"governance_change"},{"claim_id":"8ae17f5a198a1812a19545f5e3550a749f65a28f","claim":"Aspire Biopharma Holdings, Inc.: Board of directors approved and adopted a new Code of Business Conduct and Ethics (effective 2025-02-17).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"code of ethics"},{"label":"Effective","value":"2025-02-17"}],"fact_type":"governance_change"},{"claim_id":"0498e6d9e7abb2c6675ff8714a213daeae2c0f7d","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"SRIRAMA Associates, LLC"},{"label":"Consideration","value":"stockholders of Aspire as of immediately prior to the effective time of the Merger hold a portion of the Company’s common stock"},{"label":"Closing","value":"2025-02-17"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}