Form 8-K

8-K — Aspire Biopharma Holdings, Inc.

Accession: 0001493152-26-016979

Filed: 2026-04-16

Period: 2026-04-16

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 16, 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 16, 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 16, 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 16, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Aspire

Biopharma Has Entered Into a Letter of Intent to Acquire a Leading Global Automotive Supplier with a 100+ Year History and $200M+ in

2025 Revenue

ESTERO,

FL / April 16, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), a biopharmaceutical

company developing multi-faceted patent-pending drug delivery technology, today announced it has entered into a Letter of Intent (LOI)

to acquire Dura Driver Control Systems (“DCS”), a premier designer and manufacturer of automotive driver control systems

that also apply to other industrial applications. Management of DCS will be bolstered by the addition of a team from Lakewood & Company

with more than 100 years’ collective experience within the automotive industry.

The

proposed acquisition represents a transformative milestone for Aspire and positions the Company to grow into a diversified, high-revenue

enterprise.

● DCS

delivered more than $20M in Adjusted EBITDA on $200M+ Revenue for FY2025 (unaudited).

● DCS

provides a technical proprietary portfolio of over 275 different parts and 310 patents serving

more than 150 vehicle platforms across most major automotive OEMs.

● Lakewood

and existing management bring over 200 years of collective automotive experience with major

OEMs, Suppliers, and related Industrial Companies.

Key

Transaction Terms

Subject

to completion of due diligence, including completion and review of an audit of DCS’s financial statements under U.S. GAAP, Aspire

is expected to acquire 100% of DCS for a total purchase price of $30 million paid in cash.

About

DCS: A Leader in Next-Gen Mobility

DCS

is a tier-one supplier specializing in vehicle electrification, safety, and human-machine interface (HMI) systems. For the fiscal year

ended December 31, 2025 (unaudited), DCS generated revenue of more than $200 million, net income of more than $17 million and Adjusted

EBITDA of more than $22 million. Adjusted EBITDA is a non-GAAP financial measure.

DCS

defines Adjusted EBITDA as earnings before interest expense, income tax, depreciation, and amortization, and includes specifically identified

adjustments. The Company believes Adjusted EBITDA provides useful supplemental information to investors regarding DCS’s operating

and financial performance. In addition, Adjusted EBITDA as presented herein may not be comparable to Adjusted EBITDA as reported by other

companies.

Its

powertrain-agnostic portfolio—including mechatronic actuators, proprietary software, and advanced printed circuit boards (PCBs),

together with its redundant cable systems in its portfolio—allows global Original Equipment Manufacturers (OEMs) to meet rigorous

safety standards and modernization while maintaining cost-efficiency.

Strategic

Rationale and Highlights:

● Global

Manufacturing Scale: Operates 11 global facilities across North America, Europe, and

Asia.

● Deep

IP Portfolio: Has more than 310 patents and is supported by 55 dedicated design and product

engineers across two global technical centers, with locations near customers to understand

and address customer needs.

● Blue-Chip

Customer Base: More than 50 customers and an average relationship of 28 years with the

top 10 customers supporting more than 250 high-volume, global vehicle models.

● Financial

Strength: A proven track record of solid revenue and consistent free cash flow generation.

The

Company expects to announce additional details regarding the proposed business combination when a definitive agreement is executed.

assurances can be made that the parties will successfully finalize a definitive agreement, or that the proposed transactions will be

consummated on the terms or timeframe currently contemplated, or at all. Completion of any transaction will be subject to customary conditions.

RBW

Capital Partners LLC is acting as exclusive financial advisor to the Company in connection with the acquisition. Any securities or brokerage

services will be offered through Dawson James Securities, Inc.

About

Dura Driver Control Systems

DCS

is a leading designer and manufacturer of highly engineered automotive and industrial systems that facilitate electronic driver control

and support the migration toward vehicle electrification, safety, lightweighting, and sustainability. DCS maintains a strong powertrain

agnostic product portfolio that includes mechatronic actuators, human machine interfaces, industrial cables, and cable control systems

backed by over 310 patents. The Company operates 11 manufacturing facilities globally and serves as a tier one automotive supplier to

major OEMs and other industrial firms.

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, 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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