---
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"
generated_at: "2026-05-26T07:09:47.823049+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Aspire Biopharma closes SPAC merger with PowerUp; issues $3.75M convertible debentures

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- 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
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-007898
- JSON: https://secwatch.observer/filing/0001493152-25-007898.json
- Plain text: https://secwatch.observer/filing/0001493152-25-007898.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm
- Governance Changes
  Aspire Biopharma Holdings, Inc.: Company ceased being a shell company as a result of the Business Combination.
  - Change: shell status
  source text: As a result of the Business Combination, the Company ceased being a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847345/000149315225007898/0001493152-25-007898-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.