Aspire Biopharma Holdings, Inc.

As filed with the Securities and Exchange Commission on February 17, 2026

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 159,090,906 SHARES OF COMMON STOCK UNDERLYING SERIES A CONVERTIBLE PREFERRED STOCK

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 159,090,906 shares (the “Conversion Shares”) of Aspire Biopharma Holdings, Inc. (the “Company”) Common Stock, par value $0.0001 per share (“Common Stock”) issuable upon the conversion of certain Series A Convertible Preferred Stock (the “ Preferred Stock”). The Preferred Stock were issued in connection with a Securities Purchase Agreement dated February 6, 2026 (the “Purchase Agreement”) between the Company and the Selling Shareholders for up to an aggregate purchase price of $20,000,000. The initial closing of the issuance of Preferred Stock occurred at the closing under the Purchase Agreement on February 6, 2026, at which point the Company issued 13,750 Shares of Preferred Stock for aggregate gross proceeds of $11,000,000 million (the “First Tranche”), including $943,801 of debt that converted into Preferred Shares on the same terms. Subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, a second closing may take place, pursuant to which the Company may issue up to 12,500 additional Shares of Preferred Stock for aggregate proceeds not to exceed $10,000,000 (the “Second Tranche”), which will be contingent on the effectiveness of this registration statement. The Preferred Stock are convertible into the Conversion Shares subject to certain conditions more fully described in the Purchase Agreement.

The Preferred Stock is convertible (in whole or in part) immediately upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99% of the shares of Common Stock that would be issued and outstanding following such 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 $0.264 per share.

The Preferred Stock may not be converted and shares of Common Stock may not be issued under the Purchase Agreement 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 February 6, 2026, the aggregate amount of Preferred Stock was 13,750 and the aggregate number of shares of the Company’s Common Stock issuable upon conversion of the Preferred Stock may be up to 79,545,453 shares based on the Floor price of the Preferred Stock, subject to adjustment but which will be no lower than the Floor Price. However, because, among other reasons, the conversion price of the Preferred Stock is adjustable, the Company cannot guaranty the number of shares of Common Stock that it may issue to the Purchasers pursuant to the Purchase Agreement. 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 Preferred Stock 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 have received aggregate gross proceeds of $11,000,000 million from the First Tranche, which included $943,801 of debt that converted into Preferred Stock on the same terms. Subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, the Second Tranche may have aggregate proceeds not exceeding $10,000,000. We will not receive any of the proceeds from such sales of the Conversion Shares however the balance of the Preferred Stock will decline as it is 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 Preferred Stock may convert is subject to shareholder approval of the issuance of more than 19.99% of the Company’s outstanding shares of common stock upon conversion of the Preferred Stock and of the floor price at which the Preferred Stock may be converted. The Company has filed a preliminary proxy statement on Schedule 14A seeking such approval on February 12, 2026. The preliminary proxy statement also seeks approval to grant our Board discretionary authority for (i) the transactions contemplated by the Securities Purchase Agreement, (ii) the issuance of the Preferred Stock and the Common Stock issuable upon the conversion of the Preferred Stock, (iii) a reverse stock split of the Company’s Common Stock at a range of one for five (1-for-5) to a maximum of one for five hundred (1-for-500) shares, whether effected in a single transaction or in multiple transactions, and all related amendments to the Company’s certificate of incorporation, and (iv) an amendment to the Company’s certificate of incorporation to effect an increase in the Company’s authorized shares to the extent required to issue the securities. The Company intends to file a proxy statement within ten (10) business days after the date of the First Tranche.

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 February 13, 2026, the closing sale price of our common stock as reported by Nasdaq was $1.31 per share and the closing price of our warrants was $0.0198 per warrant.

Investing in shares of our common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 24 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 February 17, 2026.

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