Form 8-K

8-K — Aspire Biopharma Holdings, Inc.

Accession: 0001493152-26-018018

Filed: 2026-04-20

Period: 2026-04-20

CIK: 0001847345

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 20, 2026

Aspire

Biopharma Holdings, Inc.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

001-41293

33-3467744

(State

or other jurisdiction

incorporation)

(Commission

File

No.)

(I.R.S.

Employer

Identification

No.)

194

Candelaro Drive, #233

Humacao, Puerto

Rico 00791

(Address

of Principal Executive Offices)

(415)

592-7399

(Registrant’s

Telephone Number)

PowerUp

Acquisition Corp.

188

Grand Street, Unit #195

New

York, NY 10013

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.0001 per share

ASBP

The

Nasdaq Stock Market LLC

Warrants,

each exercisable for one share of common stock

ASBPW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation FD Disclosure

April 20, 2026,

the Company issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

Exhibit

No.

Description

99.1

Press Release dated April 20, 2026

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

ASPIRE

BIOPHARMA HOLDINGS, INC.

By:

/s/

Ernest Scheidemann

Ernest

Scheidemann

Chief

Financial Officer

Date:

April 20, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Aspire

Biopharma Announces Closing of Second and Final Tranche of $21 Million Private Placement by Select Investors; Secures Commitment Letter

for $22.5M Credit Facility to Fund the DCS Acquisition

● Company

secures Commitment Letter from a leading financial institution of up to $22.5M to finance

proposed acquisition of Dura Control Systems (DCS)

● LOI

to acquire DCS, a leading global automotive supplier with $200M+ in 2025 revenue,

is not expected to require new equity raise to consummate the purchase

ESTERO,

FL / April 20, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”) today announced

that it has closed the second and final tranche of the private placement announced on February 11, 2026 (the “Offering”)

for the purchase and sale of 26,250 shares of Series A Convertible Preferred Stock.

Pursuant

to the closing of the second and final tranche of the Offering, the Company issued an aggregate of 12,500 Preferred Shares for gross

proceeds of $10.0 million. With the completion of this tranche of the Offering, total aggregate gross proceeds to the Company were $21.0

million, before deducting placement agent fees and other offering expenses. Based on the total proceeds, the Company’s stockholders’

equity now exceeds the $2.5 million minimum required to maintain its listing on the Nasdaq Capital Market.

The

Company intends to use the net proceeds from the transaction to support working capital, to fund a portion of the cash component of the

proposed DCS acquisition, and other general corporate purposes.

Additional

information regarding the Offering is available in the Company’s Current Report on Form 8-K/A filed on April 17, 2026 with the

SEC.

“Finalizing

this $21 million raise is a transformative step for Aspire,” said Kraig Higginson, Interim CEO. “These funds solidify our

capital position as we advance our sublingual delivery platform and accelerate consumer awareness and retail expansion of BUZZ BOMB™,

our innovative caffeine product. Simultaneously, we are executing a dual-track growth strategy, by pursuing a high-revenue, cash-flow-positive

acquisition of DCS that, if consummated, could substantially enhance our financial position.”

LOI

to Acquire DCS

The

Company announced on April 15, 2026 that it has entered into a Letter of Intent (LOI) to acquire DCS, a premier designer and manufacturer

of automotive driver control systems that also apply to other industrial applications. DCS delivered more than $20M in Adjusted EBITDA

on $200M+ Revenue for FY2025 (unaudited). Aspire is expected to acquire 100% of DCS for a total purchase price of $30 million paid in

cash.

Commenting

on the Company’s recently announced intent to acquire DCS, Higginson said, “The potential acquisition of this established

automotive systems manufacturer could introduce significant revenue-generating capabilities while allowing us to optimize our drug delivery

technology and advance commercial opportunities. Our intent is to acquire DCS without any additional equity capital by utilizing a new

senior secured credit facility, once finalized, with a leading financial institution. We believe the combination of significant revenue

from the automotive systems business and the potential high margin opportunities from both our drug and supplement product pipeline could

strengthen earnings visibility, support a more capital-efficient growth model, and enhance long-term shareholder value.”

Aspire

Enters into Commitment Letter for Acquisition of DCS

The

Company entered into a commitment letter with a national financial institution providing for a senior secured credit facility of Aspire

in an aggregate principal amount of up $22,500,000 (the “Aspire Credit Facility”). Aspire intends to use the proceeds of

the Aspire Credit Facility, if consummated, to finance the acquisition of 100% of DCS. The Company does not anticipate procuring any

new equity raise to consummate the purchase.

The

Aspire Credit Facility is expected to consist of a senior secured five-year term loan, at an interest rate equal to 325 basis points

above the one-month term Secured Overnight Financing Rate. The final terms of the Aspire Credit Facility, including the senior secured

term loan, will be subject to execution of definitive credit documentation and the satisfaction of customary closing conditions.

Offering

Agent

RBW

Capital Partners LLC, whose securities and brokerage services are offered through Dawson James Securities, Inc., acted as sole placement

agent for the private placement.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale

of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such state or jurisdiction.

About

Aspire Biopharma Holdings, Inc.

Aspire

Biopharma has developed a patent-pending sublingual delivery technology that can deliver drugs to the body rapidly and precisely. This

technology offers the potential to improve effectiveness and reduce side effects by going directly to the bloodstream and avoiding the

gastrointestinal tract. Aspire Biopharma’s delivery technology can be applied to many different active pharmaceutical ingredients

(APIs) and other bioactive substances, spanning both small and large molecule therapeutics, nutraceuticals and supplements.

For

more information, please visit www.aspirebiolabs.com

Aspire

Biopharma Holdings, Inc.

Contact

PCG

Advisory

Kevin McGrath

+1-646-418-7002

kevin@pcgadvisory.com

Safe

Harbor Statement

This

press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934,

as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the “safe harbor”

provisions created by those laws. Aspire’s forward-looking statements include, but are not limited to, statements regarding our

or our management team’s expectations, hopes, beliefs, intentions or strategies regarding our future operations. In addition, any

statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying

assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,”

“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “will,” “would,”

and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not

forward-looking. These forward-looking statements represent our views as of the date of this press release and involve a number of judgments,

risks and uncertainties. We anticipate that subsequent events and developments will cause our views to change. We undertake no obligation

to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information,

future events or otherwise, except as may be required under applicable securities laws. Accordingly, forward-looking statements should

not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties,

our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some

factors that could cause actual results to differ include general market conditions, whether clinical trials demonstrate the efficacy

and safety of our drug candidates to the satisfaction of regulatory authorities, or do not otherwise produce positive results which may

cause us to incur additional costs or experience delays in completing, or ultimately be unable to complete the development and commercialization

of our drug candidates; the clinical results for our drug candidates, which may not support further development or marketing approval;

actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; our ability

to achieve commercial success for our drug candidates, if approved, our limited operating history and our ability to obtain additional

funding for operations and to complete the development and commercialization of our drug candidates, and other risks and uncertainties

set forth in “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.

Additional risks specific to the proposed acquisition of DCS include, without limitation: the risk that the parties may fail to finalize

a definitive acquisition agreement or that the proposed transaction may not be consummated on the terms or timeline currently contemplated,

or at all; the risk that due diligence, including the audit of DCS’s financial statements under U.S. GAAP, may reveal information

that adversely affects the terms or viability of the transaction; risks related to DCS’s business, including its dependence on

key automotive OEM customers, exposure to cyclical conditions in the global automotive industry, potential liabilities associated with

DCS’s operations and intellectual property, the ability to successfully integrate DCS’s operations following closing, consummation

of the Aspire Credit Facility, and the risk that anticipated synergies and financial benefits from the acquisition may not be realized.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.

These statements are based upon information available to us as of the date of this press release, and while we believe such information

forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to

indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements

are inherently uncertain, and you are cautioned not to rely unduly upon these statements. All information in this press release is as

of the date of this press release. The information contained in any website referenced herein is not, and shall not be deemed to be,

part of or incorporated into this press release.

SOURCE:

Aspire Biopharma Holdings, Inc.

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