Private Placement, Change in Certifying Accountants (Form 8-K)

Item 3.02 Recent Sale of Unregistered Securities

As previously disclosed in the Company's current report on Form 8-K, filed on August 22, 2025, the Company entered in a Securities Purchase Agreement (the "Purchase Agreement") with certain investors, pursuant to which the Company sold to the investors certain notes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000. Of the $7,750,000 total funding under the Purchase Agreement, $4,709,677 was funded on August 19, 2025. The second tranche was funded on September 22, 2025 for an aggregate of $1,000,000.

Item 4.01 Changes in Registrant's Certifying Accountant

On September 22, 2025 Bush & Associates CPA ("Bush") was dismissed by the Audit Committee of the Board of Directors of Aspire Biopharma Holdings, Inc. (the "Company") as the Company's independent registered public accounting firm, effective as of that date. Bush's report on the Company's consolidated financial statements as of December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, other than that it included an explanatory paragraph regarding substantial doubt as to the Company's ability to continue as a going concern.

During the year ended December 31, 2024 and the subsequent interim periods through September 22, 2025, there were no "disagreements" (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Bush on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Bush would have caused Bush to make reference to the subject matter of the disagreements or reportable events in connection with its reports on the financial statements for such years and interim periods.

During the year ended December 31, 2024 and the subsequent interim periods through September 22, 2025, the Company disclosed material weaknesses in its internal control over financial reporting. As disclosed in the Company's Annual Report for the year ended December 31, 2024 on Form 10-K in Item 9A, the Company's management concluded that as of December 31, 2024, the Company's disclosure controls and procedures were not effective due to material weaknesses identified in internal control over financial reporting, however, after giving full consideration to the material weakness, management believes that the consolidated financial statements included in the Form 10-K were prepared in accordance with US generally accepted accounting principles.

There have been no other "reportable events" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Bush with a copy of the disclosure it is making in this Current Report on Form 8-K and requested that Bush furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission stating whether Bush agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K. Bush has informed the Company that it does not disagree with the statements made in this Current Report on Form 8-K.

On September 22, 2025, the Company's Audit Committee approved the engagement of Turner Stone & Co ("Turner") as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately. During the year ended December 31, 2024 and through the subsequent interim periods as of September 22, 2025, neither the Company, nor any party on behalf of the Company, consulted with Turner regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the audit opinion that might be rendered regarding the Company's consolidated financial statements, and no written report or oral advice was provided to the Company that Turner concluded was an important factor considered by the Company in deciding on any accounting, auditing or financial reporting issue, or (b) any matter subject of any "disagreement" (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

Exhibits 9.01 Financial Statements and Exhibits