Aspire Biopharma Holdings, Inc., Announces Public Listing on Nasdaq The closing of the business combination with PowerUp Acquisition Corp. creates Nasdaq-listed biopharmaceutical company dedicated to developing breakthro

Biopharma Holdings, Inc., Announces Public Listing on Nasdaq

closing of the business combination with PowerUp Acquisition Corp. creates Nasdaq-listed biopharmaceutical company dedicated to developing

breakthrough innovations in FDA approved drugs, nutraceuticals, and supplements

has multiple product candidates in key areas of medical needs such as a fast-acting aspirin product for cardiology emergencies and pain

management, a proprietary Viagra/Cialis combination product, various bi-hormonal drugs such as testosterone, estrogen, weight loss, anti-seizure,

and thyroid drugs. Supplements such as pre-workout and melatonin are already being developed using Aspire's proprietary sublingual

Biopharma Holdings, Inc. ("Aspire Biopharma") is scheduled to begin trading on Nasdaq on February 20, 2025 under the ticker

PR AND NEW YORK, NY / ACCESS Newswire / February 20, 2025 / Aspire Biopharma, Inc. ("Aspire" or the "Company"),

a developer of a multi-faceted patent-protected disruptive drug delivery mechanism technology, and PowerUp Acquisition Corp. (Nasdaq:PWUP),

a Nasdaq Global Market listed special purpose acquisition company, ("PowerUp"), today announced the completion of their

previously announced business combination (the "Business Combination"). Proceeds from the transaction totaled approximately

$3.8 million, which included funds held in PowerUp's trust account and a concurrent private placement investment in public equity

(PIPE) financing. The Business Combination was approved by PowerUp Acquistion Corp. stockholders on January 31, 2025, and it closed on

February 17, 2025. Beginning on February 20, 2025, Aspire Biopharma shares of common stock and warrants will begin to trade on the Nasdaq

Global Market and Nasdaq Capital Market (collectively, "Nasdaq"), respectively, under the ticker symbols "ASBP"

and "ASBPW," respectively.

Business Combination is expected to provide Aspire Biopharma with improved access to sources of new capital, enable Aspire to further

expand the internal development of new product offerings, accelerate strategic partnerships, and pursue trials and commercialization

of its fast-absorbing aspirin for use in stopping cardiac incidents which management believes is a candidate for fast-track approval

Biopharma will continue to be led by Kraig Higginson, Director, Chairman and Chief Executive Officer of the Company, and the rest of

the current Aspire Biopharma management team. Aspire Biopharma's Board of Directors is comprised of seven directors, including

Michael Howe, Gary E. Stein, Barbara Sher, Edward J. Kimball, Surendra Ajjarapu and Donald G. Fell.

Higginson, Chief Executive Officer of Aspire, commented, "I am thrilled with the completion of this business combination and excited

to lead this talented organization as it prepares to commercialize a technology with the potential to make a meaningful impact on healthcare

and patient well-being. We believe Aspire's approach, which merges a focus on affordability with advanced science to create innovative

and improved formulations of approved FDA drugs and nutraceuticals, is a blueprint for sustainable success in the current era of healthcare."

added, "We are immensely proud of our clinical development results so far for our lead product, a novel "instant absorption"

formulation of aspirin, to address cardiology emergencies and pain management. We are excited about accelerating our lead product candidate

through the development and regulatory pathway. The proceeds from this transaction have improved our financial position and are expected

to enable the advancement of multiple clinical stage candidates and the delivery of several important near-term catalysts for value creation."

Ajjarapu, Chief Executive Officer of Powerup, said, "We are excited to see Aspire take this important next step in its evolution

as a transformative biopharmaceutical company by becoming a publicly traded company. This step will enable Aspire to continue to leverage

Aspire's commercial and clinical stage assets to develop innovative advancements of FDA approved drugs, nutraceuticals and supplements."

August 26, 2024, Aspire Biopharma, Inc., a developer of a multi-faceted patent protected disruptive drug delivery mechanism technology,

entered into a definitive business combination agreement with PowerUp Acquisition Corp. (Nasdaq: PWUP), a Nasdaq Global Market listed

special purpose acquisition company. Under the terms of the business combination agreement, the SPAC Sponsors and certain current equity

holders, officers and directors of Aspire Biopharma have agreed to be subject to a (term) lockup in respect of their common stock, in

each case subject to certain customary exceptions, which will provide important stability to the leadership and governance of the combined

description of the business combination contained herein is only a high-level summary and is qualified in its entirety by the more detailed

description of the terms of the transaction provided in the definitive proxy statement/prospectus filed with the U.S. Securities and

Exchange Commission on January 14, 2025.

Biopharma, Inc. is a privately held, early-stage biopharmaceutical technology company founded in 2021. The Company is engaged in the

business of developing and marketing a disruptive technology for novel delivery mechanisms for FDA approved drugs, nutraceuticals, and

supplements. Aspire has developed and acquired technologies that we believe are a Novel Soluble Formulation which address emergencies

and drug efficacy, dosage management, patient compliance and safety and rapid response and absorption time when required or desired.

sublingual aspirin - Aspire's Expected Launch Product

had historically focused on the delivery of aspirin, which may be the most studied and accepted analgesic and anti-inflammatory. However,

current aspirin applications have limitations due to side effects from acidity.

first product, which addresses cardiology emergencies and pain management, is a granular or powder formulation of a soluble, Ph neutral,

fast-acting aspirin. Benefits of "instant absorption" aspirin include the potential to quickly stop heart attack and stroke;

allow high dose absorption for pain management including quick headache relief, post-surgery, cancer pain management, and general pain

relief. Aspire currently plans to pursue a "fast track" 505(b)(2) New Drug Application with the U.S. Food and Drug Administration

("FDA") for its aspirin product. The 505(b)(2) pathway specifically benefits new drugs that are similar to already approved

drugs but have slight variations in formulation or administration routes. Aspire can reference the safety and efficacy data of the original

innovator drug which can accelerate the approval process and reduce associated costs.

Development Pipeline

addition to the Company's lead high-dose aspirin candidate, Aspire has numerous pharmaceutical and nutraceutical applications under

development in the following areas, including but not limited to a proprietary Viagra/Cialis combination product which is faster acting,

requiring decreased dosages with the benefit of a longer half-life, various bi-hormonal drugs such as testosterone, estrogen and weight

loss drugs, anti-seizure drugs, anti-nausea drugs, and thyroid drugs, as well as various supplements including a rapid-absorbing pre-workout

and a melatonin sleep aid.

Gossett, PLLC served as legal counsel to PowerUp Acquisition Corp.

Ross Ference Carmel LLP served as legal counsel to Aspire BioPharma, Inc.

Aspire Biopharma, Inc.

in Humacao, Puerto Rico, Aspire Biopharma has developed a disruptive technology through a Novel Soluble Formulation which addresses emergencies,

drug efficacy, dosage management, and response time. For more information, please visit www.aspirebiolabs.com.

PowerUp Acquisition Corp.

Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses.

statements made in this communication are "forward-looking statements" within the meaning of the safe harbor provisions of

the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use

of words such as "estimate," "projects," "expects," "anticipates," "forecasts,"

"plans," "intends," "believes," "seeks," "may," "will," "would,"

"should," "future," "propose," "potential," "target," "goal,"

"objective," "outlook" and variations of these words or similar expressions (or the negative versions of such

words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited

to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of

the combined public company, including as they relate to the potential Business Combination and related transactions, pricing and market

opportunity, the completion of the potential Business Combination and related transactions, the level of redemptions by PowerUp's

public shareholders and the timing of the completion of the proposed Business Combination, including the anticipated closing date of

the proposed Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether

or not identified in this communication, and on the current expectations of PowerUp's and Aspire's management and are not

predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended

to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or

probability. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of

known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties,

that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company

undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Biopharma, Inc. Contact