Full Press Release Details
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K ("Form 8-K")
and, if not defined in the Form 8-K, in the Proxy Statement/Prospectus, which is incorporated by reference. Unless the context otherwise
requires, the "Company" or "New Aspire" refers to Aspire Biopharma Holdings, Inc., a Delaware Corporation
(f/k/a PowerUp Acquisition Corp., a Cayman Islands exempted company, "PWUP") and its consolidated subsidiaries after the
Closing, and "PWUP" prior to the Closing.
following unaudited pro forma condensed combined balance sheet as of September 30, 2024 and the unaudited pro forma condensed combined
statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023 present the combination
of the historical financial information of Aspire Biopharma Inc, ( Aspire") and PWUP after giving effect to the Business
Combination, and related adjustments described in the accompanying notes. The following unaudited pro forma combined financial information
has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 "Amendments
to Financial Disclosures about Acquired and Disposed Businesses."
unaudited pro forma condensed combined balance sheet as of September 30, 2024 combines the historical unaudited condensed balance sheet
of Aspire as of September 30, 2024 and the historical unaudited condensed consolidated balance sheet of PWUP as of September 30, 2024
on a pro forma basis as if the Business Combination had been consummated on September 30, 2024. The unaudited pro forma condensed combined
statement of operations for the nine months ended September 30, 2024 and the audited pro forma condensed statement of operations for
the year ended December 31, 2023 combines the historical condensed statement of operations of Aspire for the nine months ended September
30, 2024 and the year ended December 31, 2023 and the historical condensed consolidated statement of operations of PWUP for the same
periods on a pro forma basis as if the Business Combination had been consummated on January 1, 2023.
historical financial information of Aspire was derived from the audited financial statements of Aspire as of and for the year ended December
31, 2023 and the unaudited financial statements for the nine months ended September 30, 2024, included elsewhere in the proxy statement/prospectus.
The historical financial information of PWUP was derived from the audited financial statements of PWUP as of and for the year ended December
31, 2023 and the nine months ended September 30, 2024, included elsewhere in the proxy statement/prospectus. This information should
be read together with Aspire's and PWUP's audited financial statements and related notes, the sections entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations of Oxbridge," and "Management's Discussion
and Analysis of Financial Condition and Results of Operations of Jet Token" and other financial information included in the proxy
statement/prospectus.
is providing the following unaudited pro forma combined financial information to aid you in your analysis of the financial aspects of
the Business Combination
is a blank check company incorporated as a Cayman Islands exempted company on February 9, 2021. PowerUp incorporated for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
is a privately held, early-stage biopharmaceutical company. As a Puerto Rico corporation formed in September 2021, the Company engaged
in the business of developing and marketing the disruptive technology for novel delivery mechanisms initially for "do no harm"
unaudited pro forma condensed combined balance sheet as of September 30, 2024 combines the historical balance sheet of PowerUp as of
September 30, 2024 with the historical balance sheet of Aspire as of September 30, 2024 on a pro forma basis as if the Business Combination
and related transactions, summarized below, had been consummated on September 30, 2024.
and Aspire have the same fiscal years ending December 31. The unaudited pro forma condensed combined statements of operations for the
nine months ended September 30, 2024 and for the year ended December 31, 2023 combine the historical statements of operations of PowerUp
and Aspire for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been
consummated on January 1, 2023, the beginning of the earliest period presented.
unaudited pro forma combined balance sheet as of September 30, 2024 and the unaudited pro forma combined statements of operations for
the nine months ended September 30, 2024 and for the year ended December 31, 2023 are presented as if the following occurred:
| the redesignation of PowerUp's outstanding 70,013 Public Shares and 2,870,000 Original Sponsor shares and 4,317,500 current Sponsor shares as New Aspire common stock; | ||
| the issuance of shares of New Aspire common stock as follows: 35,000,000 shares to the stockholders of Aspire; and | ||
| the Sponsor and the Investors will receive up to 3,750,000 shares of New Aspire common stock, as partial consideration for entering into the Working Capital Loans, upon the completion of the Business Combination. |
historical financial information of PowerUp was derived from the unaudited financial statements of PowerUp as of and for the nine months
ended September 30, 2024 and from the audited consolidated financial statements for year ended December 31, 2023. The historical
financial information of Aspire was derived from the unaudited consolidated financial statements of Aspire as of and for the nine months
ended September 30, 2024; and from the audited consolidated financial statements for the year ended December 31, 2023
pro forma combined financial statements have been presented for informational purposes only and are not necessarily indicative of what
PowerUp's and Aspire's financial position or results of operations actually would have been had the transactions been completed
as of the dates indicated. In addition, the pro forma data do not purport to project the future financial position or operating results
of New Aspire. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected
herein due to a variety of factors.
for the Business Combination
Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PowerUp,
who is the legal acquirer, will be treated as the "acquired" company for financial reporting purposes and Aspire will be
treated as the accounting acquirer. Aspire has been determined to be the accounting acquirer based on evaluation of the following facts
and circumstances under the redemption scenarios:
| Aspire's existing stockholders have 76.1% of the voting interest of New Aspire; | ||
| Aspire's senior management will comprise the senior management of New Aspire; | ||
| the directors nominated by Aspire will represent the majority of the board of directors of New Aspire; | ||
| Aspire's operations will comprise the ongoing operations of New Aspire; and | ||
| New Aspire will be named "Aspire Biopharma Holdings, Inc." |
for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Aspire is issuing
stock for the net assets of PowerUp. The net assets of PowerUp will be stated at historical cost, with no goodwill or other intangible
assets recorded. Operations prior to the Business Combination will be those of Aspire.
of Pro Forma Presentation
table below shows the issued and outstanding shares under each of the Scenarios set forth above following the closing of the Business
| Share Ownership in New ASPIRE | ||||||||
| Common Stock | % Common Stock | |||||||
| PowerUp Public Shares subject to redemption (1) | 70,013 | 0.2 | % | |||||
| PowerUp Public Shares - Original Sponsor | 2,870,000 | 6.2 | % | |||||
| PowerUp Public Shares - Current Sponsor | 4,317,500 | 9.4 | % | |||||
| ASPIRE Stockholders (2) | 35,000,000 | 76.1 | % | |||||
| Working Capital Loan Shares - Investors (3) | 1,750,000 | 3.8 | % | |||||
| Working Capital Loan Shares - Current Sponsor (3) | 2,000,000 | 4.3 | % | |||||
| Pro Forma common stock at September 30, 2024 | 46,007,513 | 100.0 | % |
Reflects actual redemptions of 507,631 shares of PWUP Class A Ordinary Shares in connection with the business combination.
Reflects the shares of New Aspire Common Stock issued to the Aspire Stockholders at Closing
Reflects the Working Capital Loan Shares issued at Closing
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Basis of Presentation
Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PowerUp,
who is the legal acquirer, will be treated as the "acquired" company for financial reporting purposes and Aspire will be
treated as the accounting acquirer. This determination was primarily based on the following facts and circumstances: (i) Aspire's
existing stockholders will have more than 76.1% of the voting interest of New Aspire (ii) Aspire's senior management will comprise
the senior management of New Aspire; (iii) the directors nominated by Aspire will represent a majority of the board of directors of New
Aspire; and (iv) Aspire's operations will comprise the ongoing operations of New Aspire. Accordingly, for accounting purposes,
the Business Combination will be treated as the equivalent of a capital transaction in which Aspire is issuing stock for the net assets
of PowerUp. The net assets of PowerUp will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations
prior to the Business Combination will be those of Aspire. The unaudited pro forma condensed combined balance sheet as of September 30,
2024 assumes the Business Combination occurred on September 30, 2024. The unaudited pro forma condensed combined statements of operation
for the nine months ended September 30, 2024 and for the twelve months ended December 31, 2023 present the pro forma effect of the Business
Combination as if it had been completed on January 1, 2023, the beginning of the earliest period presented. These periods are presented
on the basis of Aspire as the accounting acquirer.
unaudited pro forma condensed combined balance sheet as of September 30, 2024 has been prepared using, and should be read in conjunction
with, the following:
PowerUp's unaudited balance sheet as of September 30, 2024 and the related notes for the period ended September 30, 2024; and
Aspire's unaudited balance sheet as of September 30, 2024 and the related notes for the period ended September 30, 2024; and
unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2024 and for the twelve months
ended December 31, 2023 have been prepared using the following:
PowerUp's audited statement of operations for the period ended December 31, 2023, and unaudited statement of operations for the
nine months ended September 30, 2024, and the related notes; and
Aspire's audited statement of operations for the period ended December 31, 2023, and unaudited statement of operations for the
nine months ended September 30, 2024 and the related notes.
has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed
combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially
from the information presented.
unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies,
tax savings or cost savings that may be associated with the Business Combination. The pro forma adjustments reflecting the consummation
of the Business Combination are based on certain available information as of the date of these unaudited pro forma combined financial
statements and certain assumptions and methodologies that PowerUp believes are reasonable under the circumstances. The unaudited condensed
pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and