RECAPITALIZATION (Tables)
|
9 Months Ended |
Sep. 30, 2025 |
|---|
| Recapitalization |
|
| SCHEDULE OF RECONCILES THE ELEMENTS OF THE BUSINESS COMBINATION |
SCHEDULE OF RECONCILES THE ELEMENTS
OF THE BUSINESS COMBINATION
| | |
| | |
| Cash-trust
and cash, net of redemptions | |
$ | 811,370 | |
| Less:
transaction costs, paid | |
| (545,543 | ) |
| Net
proceeds from the Reverse Acquisition | |
| 265,827 | |
| | |
| | |
| Less:
accounts payable, accrued liabilities and other current liabilities combined | |
| (1,577,057 | ) |
| Less:
Promissory note fee - related party combined | |
| (1,000,000 | ) |
| Less:
Subscription agreement loans combined | |
| (1,828,098 | ) |
| Less:
Loan and transfer note payable combined | |
| (499,214 | ) |
| Less:
Forward purchase agreement liability combined | |
| (49,034 | ) |
| | |
| | |
| Add:
other, net | |
| 85,000 | |
| Reverse
recapitalization, net | |
$ | (4,602,576 | ) |
|
| SCHEDULE OF CONSUMMATION OF THE BUSINESS COMBINATION |
The
number of shares of Common Stock issued immediately following the consummation of the Reverse Acquisition were:
SCHEDULE OF CONSUMMATION OF THE
BUSINESS COMBINATION
| | |
| | |
| PowerUp
Class A common stock, outstanding prior to the Reverse Acquisition | |
$ | 7,765,144 | |
| Less:
Redemption of PowerUp Class A common stock | |
| -507,631 | |
| Class
A common stock of PowerUp | |
| 7,257,513 | |
| PowerUp
Class B common stock, outstanding prior to the Reverse Acquisition | |
| - | |
| Reverse
Acquisition Class A common stock | |
| 7,257,513 | |
| Issuance
of shares related working capital agreements | |
| 3,749,984 | |
| Aspire
Biopharma, Inc Shares | |
| 35,000,000 | |
| Common
Stock immediately after the Reverse Acquisition | |
$ | 46,007,497 | |
|
| SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO |
The
number of Aspire Biopharma, Inc shares was determined as follows:
SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO
| | |
Aspire
Biopharma, Inc Shares | | |
Aspire’s
Shares after conversion ratio | |
| Common
Stock issued to existing Aspire Biopharma, Inc Shareholders | |
$ | 531,822,059 | | |
$ | 33,337,500 | |
| Common
Stock obligation shares issued | |
| - | | |
| 1,662,500 | |
| Number
of Shares | |
$ | 531,822,059 | | |
$ | 35,000,000 | |
|
| SCHEDULE OF NOTE ISSUANCE |
The
following table reflects the outstanding balances of each note issuance at September 30, 2025 and December 31, 2024.
SCHEDULE OF NOTE ISSUANCE
| Issuance
date | |
September
30, 2025 | | |
December
31, 2024 | |
| September
27, 2024 | |
$ | 591,692 | | |
$ | 920,240 | |
| October
2, 2024 | |
| 0 | | |
| 65,513 | |
| December
30, 2024 | |
| 0 | | |
| 38,569 | |
| December
31, 2024 | |
| 293,872 | | |
| 242,510 | |
| Total | |
$ | 885,564 | | |
$ | 1,266,832 | |
|