Aspire Biopharma Holdings, Inc.

As filed with the Securities and Exchange Commission on December 3, 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 41,500,000 SHARES OF COMMON STOCK

This prospectus relates to the resale of up to 41,500,000 shares (the “Selling Shareholder Shares”) of Aspire Biopharma Holdings, Inc. (the “Company”), par value $0.0001 per share by Arena Business Solutions Global SPC II, LTD (“Arena” or the “Selling Shareholder”), which include up to (i) 36,377,150 shares of our common stock (the “ELOC Shares”) which may be issued and sold, in our sole discretion, to the Selling Shareholder pursuant to advance notices (the “Advance Notices”, and each an “Advance Notice”) pursuant to a Purchase Agreement dated as of November 11, 2025 (the “Second ELOC Agreement”) (ii) up to 5,000,000 shares of our common stock which shall be issued to Arena in consideration of its entry into the Second Eloc Agreement (the “Commitment Fee Shares”), and (iii) 122,850 shares of our common stock (the “Transaction Fee Shares”) which we issued to Arena as a transaction fee pursuant to the Second ELOC Agreement. The Advance Notice Shares will be sold by us to the Selling Shareholder upon the satisfaction of certain conditions set forth in the Second ELOC Agreement at a discounted price per share calculated pursuant to the terms of the Purchase Agreement.

See “The Second ELOC Agreement” for a description of the Second ELOC Agreement and “Selling Shareholder” for additional information regarding Arena.

The prices at which Arena may resell the Selling Shareholder Shares will be determined by the prevailing market price for our common stock or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Selling Shareholder Shares by the Selling Shareholder. However, we may receive up to $100,000,000 in proceeds from the sale of shares of common stock to the Selling Shareholder pursuant to the Second ELOC Agreement, once the registration statement that includes this prospectus is declared effective. You should read this prospectus and any additional prospectus supplement or amendment carefully before you invest in our securities.

The Selling Shareholder may sell or otherwise dispose of the Selling Shareholder Shares described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Shareholder may sell or otherwise dispose of the Selling Shareholder Shares being registered pursuant to this prospectus.

The Selling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

The Selling Shareholder will pay all brokerage fees and commissions and similar expenses. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the Selling Shareholder Shares, including legal and accounting fees. See “Plan of Distribution.”

This offering will terminate on the date that all of the Selling Shareholder Shares offered by this prospectus have been sold by the Selling Shareholder.

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 December 1, 2025, the closing sale price of our common stock as reported by Nasdaq was $0.099 per share, and the last closing price of our warrants was $0.0226 per warrant on November 28, 2025.

Investing in shares of our common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 25 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 December 3, 2025.

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