Aspire Biopharma Holdings, Inc.

As filed with the Securities and Exchange Commission on September 18, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Aspire Biopharma Holdings, Inc.

(Exact name of registrant as specified in its charter)

23150 Fashion Drive,** Suite 232**

Estero**, Florida 33928**

(908)** 987-3002**

(Address and telephone number of registrant’s principal executive offices and principal place of business)

(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable following the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

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 7(a)(2)(B) of Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

RESALE OF UP TO 147,177,424 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE PROMISSORY NOTES

This prospectus relates to the offer and sale from time to time by the selling shareholders named in this prospectus (the “Selling Shareholders”) of up to an aggregate of up to 147,177,424 shares (the “Conversion Shares”) of Aspire Biopharma Holdings, Inc. (the “Company”) Common Stock, par value $0.0001 per share (“Common Stock”) issuable upon the exercise of certain Convertible Promissory Notes (the “Notes”). The Notes were issued in connection with a Securities Purchase Agreement dated August 19, 2025 (the “Purchase Agreement”) between the Company and the Selling Shareholders for up to an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000 and a maturity date of February 19, 2026. The Notes have a 20% original issue discount which is included in the aggregate principal amount of $9,687,500 and do not bear an interest rate. The Company issued the Notes to the Selling Shareholders at the closing under the Purchase Agreement on August 19, 2025. Of the $7,750,000 total funding under the Purchase Agreement, $4,709,677 was funded on August 19, 2025 (the “first Tranche”), the second tranche will be for an aggregate of $1,000,000 (the “Second Tranche”) which will be funded on the day after this filing and the balance of $2,250,000 (the “Third Tranche”) will be funded upon the effectiveness of this Registration Statement. The Notes are convertible into the Conversion Shares subject to certain conditions more fully described in the Notes.

The Notes are convertible (in whole or in part) at any time on or after the thirty-first (31 st) day following the Issuance Date into such number of shares of Common Stock as shall be determined by dividing (x) that portion identified by the Purchaser of (A) the outstanding principal amount, plus (B) accrued and unpaid interest with respect to such outstanding principal amount of such Purchaser’s Note and any other amounts owing under such Note or other Transaction Documents (the as that term is defined in the Notes) by (y) the conversion price then in effect on the date on which the Purchaser delivers a notice of conversion. The conversion price means the greater of (i) eighty (80%) percent of the lowest Closing Price on any Trading Day during the five (5) Trading Days prior to the applicable conversion date or (ii) the floor price (the “Floor Price”). The Floor Price means 20% of the average closing price of our Common Stock for the five days prior to the Closing Date which equates to a Floor Price of $.0839 per share.

The Notes may not be converted and shares of Common Stock may not be issued under Notes if, after giving effect to the conversion or issuance, such Purchaser (together with its affiliates, if any) would beneficially own in excess of 4.99% of our outstanding shares of our Common Stock, which we refer to herein as the “Note Blocker”. The Note Blocker may be raised or lowered to any other percentage not in excess of 9.99% at the option of the applicable Purchaser of Notes, except that any raise will only be effective upon 61-days’ prior notice to us.

As of September 17, 2025, the aggregate outstanding balance of the Notes was $5,887,097 and the aggregate number of shares of the Company’s Common Stock issuable upon conversion of the Notes may be up to 73,588,712 shares based on the Floor price of the Notes, subject to adjustment but which will be no lower than the Floor Price. However, because, among other reasons, the conversion price of the Notes is adjustable, the Company cannot guaranty the number of shares of Common Stock that it may issue to the Purchasers pursuant to the Notes. As required by the Registration Rights Agreement with the Selling Shareholders, we are registering two times the maximum number of shares of common stock into which the Notes may be converted based upon the Floor Price.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Shareholders may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the Conversion Shares however the balance of the Notes will decline as the Notes are converted.. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their sale of the Conversion Shares. See the section entitled “Plan of Distribution” of this prospectus for additional information. The issuance of certain of the shares of common stock into which the Notes may convert is subject to shareholder approval of the issuance of more than 19.99% of the companies outstanding shares of common stock upon conversion of the Notes and of the floor price at which the Notes may be converted. The Company has filed a preliminary proxy statement on Schedule 14A seeking such approval on September 8, 2025. The preliminary proxy statement also seeks approval to grant our Board discretionary authority (i) to amend our certificate of incorporation to effect a reverse stock split of all of our outstanding shares of common stock by a ratio in the range of one-for-five (1-for-5) and one-for-forty (1-for-40), to be determined in the Board’s sole discretion, and (ii) to effect the reverse stock split, if at all, within one year of the date such proposal is approved by our stockholders. The Company intends to file a definitive proxy statement and hold a special meeting of the stockholders on November 4, 2025 at 10:00 A.M. Eastern Time, in person at 4626 N 300 W, Suite 350, Provo, UT 84604, at which special meeting the Company intends to solicit votes and/or proxies approving each proposal thereof.

Trading of our common stock and warrants began on The Nasdaq Global Market (the “Nasdaq”) on February 20, 2025, under the new ticker symbol “ASBP” for our Common Stock and “ASBPW” for our warrants. On September 17, 2025, the closing sale price of our common stock as reported by Nasdaq was $0.45 per share and the closing price of our warrants was $0.0362 per warrant.

Investing in shares of our common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 22 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 18, 2025.

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