Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on April 16, 2025, Aspire Biopharma Holdings, Inc. (the "Company") received two letters from the Listing Qualifications Staff ("Staff") of the Nasdaq Stock Market LLC ("Nasdaq"), each addressing a separate compliance deficiency under the Nasdaq Listing Rules. The first letter notified the Company of a deficiency with regard to Rule 5450(b)(2)(A) (the "MVLS Notice"), which requires a company, whose securities are listed on The Nasdaq Global Market under the "Market Value Standard", to maintain a minimum Market Value of Listed Securities (an "MVLS") of $50,000,000 (the "MVLS Rule"). The deficiency was caused by the Company's MVLS having been below the minimum level for the 30 consecutive trading days prior to the issuance of the MVLS Notice. Under Nasdaq Listing Rule 5810(c)(3)(C), the Company was entitled to a 180-day period within which to rectify the deficiency. In order to do so, the Company was required to achieve and maintain an MVLS of at least $50,000,000 or more for a minimum of 10 consecutive trading days.

The second letter notified of the deficiency with regard to Rule 5450(a)(1) (the "Bid Price Notice" together with the MVLS Notice, the "Notices"), which requires the Company to maintain a minimum bid price of $1.00 per share (the "Bid Price Rule") for continued listing on The Nasdaq Global Market. The deficiency was caused by the Company's bid price having been below the minimum level for the 30 consecutive trading days prior to the issuance of the Bid Price Notice. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with a compliance period of 180 calendar days in which to regain compliance with the Bid Price Rule, or until October 13, 2025.

The Company did not regain compliance with the MVLS Rule or the Bid Price Rule within the compliance period. Accordingly, on October 15, 2025, (the "October Letter") the Staff notified the Company that its securities were subject to delisting from Nasdaq unless the Company timely appeals the Staff's determination and requests a hearing before the Nasdaq Hearings Panel (the "Panel"). Both items of noncompliance serve as an independent basis for delisting the Company's securities from Nasdaq.

The Company has requested a hearing before the Panel and has paid the associated fee of $20,000, which has stayed the suspension of the Company's Common Stock and publicly traded Warrants pending the Panel's decision. At the hearing, the Company will present its plan to regain compliance with the MVLS Rule and the Bid Price Rule, and request an extension of time. The Panel has the authority to grant the Company an extension of up to 180 days from the date of the Staff's delist determination for the MVLS Rule and Bid Price Rule. The Company is considering all options available to it to regain compliance with the MVLS Rule and the Bid Price Rule; however, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to regain compliance within the period of time that may be granted by the Panel.

Exhibits 9.01 Financial Statements and Exhibits