Amendment to Quarterly Report (Form 10-Q/A)

While preparing the Company's second quarter 2025 condensed consolidated financial statements, the Company identified an error in the Company's condensed consolidated financials for the quarter ended Meach 31, 2025 that caused an understatement to liabilities and a corresponding overstatement of equity. The error had no cash impact and no impact on net loss.

Prior to the close of the business combination, on October 2, 2024, PowerUp entered into a Promissory Note Fee Agreement with Sponsor (the "Promissory Note Fee Agreement"). Pursuant to the Promissory Note Fee Agreement, PowerUp and Sponsor agreed that Sponsor took a significant risk on behalf of the Company by entering into the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee, and that Sponsor should be compensated for that risk despite the termination of the right to receive the Original Promissory Note Fee as a result of the termination of the Visiox BCA. As consideration for the foregoing, the Company agreed to pay Sponsor a modified promissory note fee of $1,000,000 (the "Modified Promissory Note Fee") upon the successful closing of a Business Combination. At the close of the Business Combination in February, 2025, the $1,000,000 fee was unpaid and Aspire Biopharma Holdings Inc. assumed the obligations. The disclosure was made on the March 31, 2025 financial statements but the corresponding liability and equity entry was not recorded at close of the business combination. This Amendment is being filed to restate the financial statements to reflect the recognition of this liability in the Company's financial statements.

Items Amended in this Filing

This Form 10-Q/A amends and restates the following items of the Original Form 10-Q:

● Part I - Item 1. Financial Statements

● Part I - Item 4. Controls and Procedures.

● Part II - Item 6. Exhibits.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the certifications specified in Rule 13a-14 under the Exchange Act from the Company's Chief Executive Officer and its Chief Financial Officer, dated as of the date hereof, are being filed or furnished, as applicable, with this Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2. This Form 10-Q/A also includes an updated signature page.

This Form 10-Q/A includes only those items and exhibits to the Original Form 10-Q that are being amended and restated in connection with the matters described herein, and unaffected items and exhibits are not included herein. This Form 10-Q/A should be read in conjunction with the Original Form 10-Q and our filings with the SEC subsequent to the Original Form 10-Q, together with any amendments to those filings.

Except as otherwise provided, the disclosures in this Form 10-Q/A are made as of the date of the Original Form 10-Q and do not reflect any events that occurred after the date of the Original Form 10-Q or modify or update any other disclosures in the Original Form 10-Q affected by subsequent events. As such, forward-looking statements included in this Form 10-Q/A may represent management's views as of the date of the Original Form 10-Q and should not be assumed to be accurate as of any date thereafter.

Internal Control Considerations

The Error and the related restatements were the result of a material weakness in the Company's internal control over financial reporting. As a result, management has concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2025. See Part I - Item 4. Controls and Procedures, in this Form 10-Q/A for additional information related to this material weakness in internal control over financial reporting and the related remedial measures.