Aspire Biopharma, Inc., and PowerUp Acquisition Corp. Announce Business Combination Agreement to Create Nasdaq-listed Biopharmaceutical Company Driving Breakthrough Innovations in FDA Approved Drugs, Nutraceuticals and S

Biopharma, Inc., and PowerUp Acquisition Corp. Announce Business Combination Agreement to Create Nasdaq-listed Biopharmaceutical Company

Driving Breakthrough Innovations in FDA Approved Drugs, Nutraceuticals and Supplements

PR and New York, NY, September 3, 2024 - 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"), have entered into a definitive agreement and plan of merger (the "Merger

Agreement"). The proposed business combination (the "Business Combination") is subject to customary closing conditions,

including regulatory and stockholder approvals. The combined public company is expected to be named "Aspire Biopharma Holdings,

Inc." and plans to list its common stock on Nasdaq under the new ticker symbol "ASPH", subject to the approval of its

listing application.

Higginson, Chief Executive Officer of Aspire, commented,

"We have several significant initiatives on the horizon, and we are truly looking forward to working with Suren Ajjarapu

and his team as the combined company is set to deliver Aspire's innovative, patent-pending

technology to a large addressable market. As we step into this next phase of our growth, I'm incredibly proud of what our

team has accomplished over the past year in building a strong foundation. With an innovative product tailored to address many of the

shortcomings of existing drug and nutraceutical formulations, Aspire is ready for the next big leap. Our partnership with the PowerUp

team will help us share our product vision with the world and pave the way for the launch of our first product, Instaprin ."

Ajjarapu, Chief Executive Officer of Powerup, said "We aim to partner with outstanding and proven management teams and operating

companies that are pioneering new technologies and leading the way in their market sectors; for these reasons and many others, Aspire

was a perfect fit for us. We look forward to working with Kraig and the Aspire team as they move into their next phase of expansion and

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 "do no harm" FDA approved

drugs, nutraceuticals and supplements. Aspire has developed and acquired technologies that 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

"Instant 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.

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 are to 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

file a 505(b)(2) New Drug Application with the U.S. Food and Drug Administration ("FDA") for Instaprin .

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 candidate Instaprin , 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, traumatic brain injury drugs, and thyroid drugs, among others.

Combination Overview

boards of directors of PowerUp and Aspire have approved the Business Combination, subject to, among other things, the approvals by stockholders

of PowerUp and Aspire and satisfaction or waiver of the other conditions outlined in the Merger Agreement.

proceeds from the Business Combination are expected to enable Aspire to further expand the internal development of new product offerings,

accelerate strategic partnerships and "Fast Track" Instaprin, a "do no harm" aspirin medication through the FDA

and regulatory agencies. Under the terms of the Merger Agreement, Aspire's existing shareholders will continue to own in excess

of a majority of the post-combination company upon consummation of the Business Combination.

information about the Business Combination, including a copy of the Merger Agreement, will be provided in a Current Report on Form 8-K

to be filed by PowerUp with the U.S. Securities and Exchange Commission (the "SEC") and available at www.sec.gov.

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

Ross Ference Carmel LLP serves 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. The management team is led by Mr. Surendra Ajjarapu, Chief

Information for Investors and Shareholders

connection with the Business Combination, PowerUp intends to file with the SEC a registration statement on Form S-4 (the "Registration

Statement"), which will include a preliminary proxy statement/prospectus with respect to securities to be issued in connection

with the Business Combination and which will be distributed to holders of PowerUp's ordinary shares in connection with PowerUp's

solicitation of proxies for the vote by PowerUp's stockholders with respect to the Business Combination and other matters to be

described in the Registration Statement (the "Proxy Statement"). After the SEC declares the Registration Statement effective,

PowerUp plans to file the definitive Proxy Statement with the SEC and to mail copies to stockholders of PowerUp as of a record date to

be established for voting on the Business Combination. This press release does not contain all the information that should be considered

concerning the Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other document

that PowerUp may file with the SEC. Before making any investment or voting decision, investors and security holders of PowerUp and Aspire

are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other

relevant materials filed or that will be filed with the SEC in connection with the Business Combination in their entirety, as they become

available, because they will contain important information about Aspire, PowerUp, and the Business Combination.

and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents

filed or that will be filed with the SEC by PowerUp through the website maintained by the SEC at www.sec.gov. In addition, the

documents filed by PowerUp may be obtained free of charge by directing a request to PowerUp at 188 Grand Street, #195 New York, NY 10013,

or by telephone at (347) 313-8109.

PowerUp, and their respective directors, executive officers and other members of management and employees may, under the rules of the

SEC, be deemed to be participants in the solicitation of proxies from PowerUp's stockholders in connection with the Business Combination.

For more information about the names, affiliations and interests of PowerUp's directors and executive officers, please refer to

PowerUp's Annual Report on Form 10-K filed with the SEC on March 11, 2024, the Registration Statement, the Proxy Statement and

other relevant materials filed with the SEC in connection with the Business Combination, when they become available. Additional information

regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases,

be different than those of PowerUp's stockholders generally, will be included in the Registration Statement and the Proxy Statement,

when they become available. Stockholders, potential investors and other interested persons should read the Registration Statement and

the Proxy Statement carefully, when they become available, before making any voting or investment decisions. You may obtain free copies

of these documents from the sources indicated above.

Offer or Solicitation

press release is for information purposes only and shall not constitute a "solicitation" as defined in Section 14 of the

Securities Exchange Act of 1934, as amended. This document shall not constitute, or form part of, an offer, invitation, or the solicitation

of an offer or invitation to buy or a recommendation to purchase or otherwise acquire any securities, or a solicitation of any vote,

consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation

or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Business Combination shall be made except

by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Harbor Statement Regarding Forward-Looking Statements

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). 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