Aspire Biopharma Holdings, Inc.

false 0001847345 0001847345 2026-06-12 2026-06-12 0001847345 ASBP:CommonStockParValue0.0001PerShareMember 2026-06-12 2026-06-12 0001847345 ASBP:WarrantsEachExercisableForOneShareOfCommonStockMember 2026-06-12 2026-06-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2026 (June 10, 2026) Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 23150 Fashion Drive , Suite 232 Estero , Florida 33928 (Address of Principal Executive Offices) (908) 987-3002 (Registrant’s Telephone Number) 194 Candelaro Drive, # 233 Humacao, PR 00791 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share ASBP The Nasdaq Stock Market LLC Warrants, each exercisable for one share of common stock ASBPW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement On June 10, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with FireFish TopCo, LLC (the “Seller”, and, collectively with its Subsidiaries listed in Annex A of the Purchase Agreement, “Sellers”), pursuant to which (i) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase or cause certain of its Affiliates to purchase, all of the equity interests in certain of Seller’s subsidiaries set forth in Annex C of the Purchase Agreement (the aforementioned equity interests, collectively, the ‘Transferred Equity Interests”, and such subsidiaries, “Transferred Entities”), free and clear of all Liens, other than the Permitted Liens and in accordance with the applicable Local Transfer Documents and (ii) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase, or cause certain of its affiliates to purchase, all of the assets of the other Business Entities constituting the balance of the Business. As consideration for such purchase, the Company agreed to pay the Seller (or one or more of its designated other Sellers or Affiliates) at least two (2) Business Days prior to the date of Closing (“Closing Date”) an amount equal to: (i) $30,000,000 (the “Purchase Price”) plus (ii) $800,000 in respect of deferred revenue of the Business Entities (such $800,000 representing an agreed upon fixed credit for the deferred revenue, regardless of the actual amount of the deferred revenue), minus (iii) any Income Tax obligations of the Transferred Entities net of any Income Tax receivables, minus (iv) Indebtedness of the Transferred Entities as of the closing (such final amount, the “Closing Purchase Price”). The Purchase Price will be allocated among the Transferred Entities and/or Business Units as set forth in Exhibit B of the Purchase Agreement. To the extent relevant under applicable Tax Law, the Purchase Price associated with each Transferred Entity and/or Business Unit will be further allocated among the assets of such Transferred Entities in a manner consistent with Section 1060 of the Internal Revenue Code. The parties made customary representations and warranties under the Purchase Agreement and agreed to customary closing conditions. Amongst other things, the Seller agreed to deliver, on or prior to the Closing Date, a PCAOB audit of the Business for the fiscal years 2024 and 2025, reflecting an unqualified audit opinion and Gross Profit minus capital expenditures of at least $12,000,000 in fiscal years 2024 and 2025; provided that, if a clean PCAOB Audit opinion satisfying the foregoing is not obtained prior to September 10, 2026 (the “Outside Date”), the Company has the right to terminate the Purchase Agreement. The parties also agreed to certain customary post-closing covenants. The Purchase Agreement is terminable at any time prior to the Closing: (i) by mutual written agreement of the Company and the Seller; (ii) by the Company by written notice to the Seller if the Closing does not occur on or before the Outside Date, provided that the Company does not have the right to terminate the Purchase Agreement if the failure of the Company to fulfill any obligations under the Purchase Agreement is the primary cause of, or resulted in, the failure of the Closing to occur on or prior to the Outside Date; (iii) by the Seller by written notice to the Company, if the Closing does not occur on or prior to the Outside Date; (iv) by either the Company or the Seller by written notice to the other party if there is a breach by the applicable party of a representation, warranty, or covenant or agreement on the part of such party if it would cause certain conditions (as more fully and specifically described in the Purchase Agreement) not to be satisfied, provided that the notifying party does not have the right to terminate the Purchase Agreement during any such time the notifying party is in material breach of the Purchase Agreement; and (v) by either the Company or the Seller by written notice to the other party if any court of competent jurisdiction or other competent Governmental Authority issues a Governmental Order or takes any action prohibiting the transactions contemplated under the Purchase Agreement and having the effect set forth in Section 5.01(d) of the Purchase Agreement, unless the failure to consummate the Closing because of such action by a Governmental Authority is primarily due to the failure of the Company, if the Company is seeking to terminate the Purchase Agreement, or due to the failure of the Seller, if the Seller is seeking to terminate the Purchase Agreement. Subject to the terms and conditions of the Purchase Agreement, under certain specified circumstances either the Company or the Seller’s termination of the Purchase Agreement, the other party shall pay to the terminating party a one-time termination fee of $3,500,000 within three (3) Business Days after such termination, which termination fee constitutes liquidated damages under the Purchase Agreement. The Sellers agreed to customary joint and several indemnification provisions as to the Company and its representatives and the Company agreed to customary indemnification provisions as to each Seller and its respective representatives. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Purchase Agreement. For purposes of this Current Report on Form 8-K, the followin