v3.25.4

SHAREHOLDERS’ DEFICIT | 9 Months Ended | 12 Months Ended
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Sep. 30, 2025 | Dec. 31, 2024
Subsidiary or Equity Method Investee [Line Items] |  |
SHAREHOLDERS’ DEFICIT | NOTE 10. SHAREHOLDERS’ DEFICIT Preferred Stock-The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At September 30, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding. Common Stock- The Company is authorized to issue 490,000,000 shares of Common Stock with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were 49,525,970 and 27,601,767 shares of common stock issued and outstanding, respectively. PowerUp Warrants As part of the PowerUp initial public offering (“IPO”), PowerUp issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, PowerUp completed the private sale of 9,763,333 Private Placement warrants where each warrant allows the holder to purchase one share of the Company’s Common Stock at $11.50 per share. At September 30, 2025, there are 14,374,969 Public Warrants and 9,763,333 Private Placement warrants outstanding. The Public Warrants became exercisable commencing 30 days after the consummation of the Reverse Acquisition. Once the warrants became exercisable, the Company may redeem the warrants:
| ● | in whole and not in part;
| ● | at a price of $0.01 per warrant;
| ● | upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and
| ● | if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable until 30 days after the completion of a Reverse Acquisition, subject to certain limited exceptions. The Company has determined that Public warrants and the Private Placement warrants issued in connection with its IPO in February 2022 are subject to treatment as equity. Upon the closing of the Reverse Acquisition, in accordance with the guidance contained in ASC 815, the warrants continue to be equity classified. Stock based compensation On February 29, 2024, Aspire Biopharma, Inc entered Corporate advisory agreement with an advisory firm, pursuant to which the advisory firm will receive 6% of the amount shares outstanding after the close of the Reverse Acquisition as compensation for advisory services to support the Company’s efforts related to the Reverse Acquisition. On January 3, 2025, the agreed upon compensation was reduced to 4.75% of the amount of shares outstanding after the close of the Reverse Acquisition. In February 2025, 1,662,500 shares of the 35,000,000 Reverse Acquisition shares were issued to the affiliated company under this agreement. The issuance of these shares to the service advisors is subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date. The shares were granted subject to a performance condition (i.e., the occurrence of a Reverse Acquisition). Stock-based compensation of $14,131,250 was recognized in general and administrative expenses upon consummation of the Reverse Acquisition in February 2025 based on the grant date fair value per share. The fair value was determined by applying a 15% discount for lack of marketability to the market price of the share on date of grant. Aspire Biopharma warrants During the years ended December 31, 2024 and December 31, 2023, on a post-split basis, Aspire Biopharma, Inc issued 44,000,000 at a per share price of $0.40 and 7,500,000 warrants at an average per share price of $0.13, respectively. As of December 31, 2024 all warrants issued were fully vested. As of December 31, 2024, there were 91,500,000 warrants outstanding. On January 21, 2025 the 91,500,000 warrants were converted into 91,500,000 shares of Aspire Biopharma Inc. common stock, which, on the Reverse Acquisition date, were subsequently converted into 5,735,717 shares of common stock of the Company. Working capital loan and other share issuance as close of the reverse acquisition Pursuant to the First Subscription Agreement, the Company issued 1,750,000 shares of Common Stock to the Investors representing commitment fee shares at Closing Date (See Note 5 - Related Party Transactions). Pursuant to the Blackstone Subscription Agreement, the Company issued 1,795,000 shares of Common Stock to Blackstone representing commitment fee shares at Closing Date (See Note 6 - Subscription Agreement Loans). Pursuant to the Loan and Transfer Agreement with Apogee, the Company issued 50,000 shares of Common Stock to the New Sponsor at Closing Date (See Note 5 - Related Party Transactions). On May 22, 2024, PowerUp entered into a non-redemption agreement with the sponsor of PowerUp and an investor, pursuant to which the investor agreed not to exercise their redemption rights with respect to holdings of PowerUp shares and in consideration of same, received 75,000 Common Stock of the Company at the close of the Reverse Acquisition. On July 13, 2023, PowerUp entered into an amended Service agreement with a vendor ( the “Amended Service Agreement”). Pursuant to the Service Agreement, the vendor will act as a capital market advisor in exchange for a cash fee and 80,000 common shares. The shares were issued to the vendor on the Closing Date of the reverse acquisition. |
Aspire Biopharma Inc [Member] |  |
Subsidiary or Equity Method Investee [Line Items] |  |
SHAREHOLDERS’ DEFICIT |  | NOTE 10 - STOCKHOLDERS’ EQUITY SHAREHOLDERS’ DEFICIT Authorized Stock Preferred Stock During October 2023, the Company authorized 25,000,000 Series A Preferred Stock with a par value of $0.0001. The series A convertible preferred shares have all rights as common stock, with the exception of voting rights, and can be converted into common shares on a one for one basis upon an IPO or liquidity event. On March 1, 2024, the Company issued 286,357 shares of Series A Preferred stock to 136 investors under a Reg CF offering at a per share price of $0.80. On April 16, 2024, the Company issued 35,702 shares of Series A Preferred stock to 6 investors under a Reg D offering at a per share price of $0.80. As of December 31, 2024 and December 31, 2023, there were 322,059 and 0 shares of Series A Preferred Stock outstanding, respectively. Common Stock As of December 31, 2024, the Company had authorized 750,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. During May 2023, the Company effectuated a 20:1 stock split and increased the authorized number of shares to 750,000,000. Common Share Issuances During the twelve months ended December 31, 2024 and 2023, the Company did not issue any new shares of common stock. As of December 31, 2024 and December 31, 2023, there were 440,000,000 and 440,000,000 common shares outstanding. Warrant Issuances During the year ended December 31, 2024, on a post-split basis, the Company issued 44,000,000 warrants to 9 parties at a per share price of $0.40. During the year ending December 31, 2023, on a post-split basis, the Company issued 7,500,000 warrants to 7 parties at a per share price of $0.02. As of December 31, 2024 and December 31, 2023, there were 91,500,000 and 47,500,000 warrants outstanding, respectively, all of which are fully vested.

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