Aspire Biopharma 8-K澄清認股權證條款 經兩次反向分割行使價升至13,800美元

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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): July 20, 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
8.01 Other Events

 

Pursuant
to requests from holders of the Company’s public warrants (the “Public Warrants”), Aspire Biopharma Holdings, Inc.
(the “Company”) wanted to clarify the terms of the Company’s public warrants which trade under the symbol “ASPBW”.
The Warrants were originally issued on February 23, 2022 in connection with the initial public offering of Power Up Acquisition Corp.
which was the Company’s predecessor. The Warrants had an initial exercise price which was $11.50 per share subject to adjustment
in certain events including a consolidation of the Company’s outstanding shares. On January 16, 2026, the Company affected a reverse
stock split of 1 for 30 and on May 11, 2026, the Company effected an additional reverse split of its common stock in a ratio of 40-1.
As a result of the two reverse splits, the Warrants now have an exercise price of $13,800 per share and a ratio of 1,200 Warrants to
purchase one share of common stock.

 

  

  

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:
July 20, 2026

 

 
 Aspire Biopharma Holdings, Inc.
  

 
  
  
  

 
 By:
 /s/ Kraig
 T. Higginson
  

 
 Name:
 Kraig T. Higginson
  

 
 Title:
 Chief
 Executive Officer and Chairman