Aspire Biopharma Holdings, Inc.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Filed by Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) of Schedule (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

23150 Fashion Drive, Suite 232

Estero, Florida 33928

NOTICE OF JUNE 2026 SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 A.M. Eastern Time on June 9, 2026

May 7, 2026

NOTICE IS HEREBY GIVEN that the 2026 Special Meeting of Stockholders (the “June 2026 Special Meeting”) of Aspire Biopharma Holdings, Inc. (the “Company”) will be held on June 9, 2026, at 10:00 A.M. Eastern Time, in person at 4626 N 300 W, Suite 350, Provo, UT 84604 for the following purposes:

(1) To authorize, pursuant to that certain Warrant to Purchase Common Stock Agreement (the “Warrant Agreement”) and for purposes of complying with Nasdaq listing rule 5635(d) upon exercise of the underlying warrants, (i) the issuance of the shares of common stock of the Company issuable upon exercise of the warrants (the “Warrant Shares”), including the issuance of all of the Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on April 22, 2026, and (ii) the aggregate exercise price of $0.00001 per Warrant Share (the “Exercise Price”) at which the warrants may be converted, the “Warrant Issuance Proposal”)

(2) to approve, pursuant to that certain Warrant Agreement between the Company and the Company’s financial advisor pursuant to that certain investment banking agreement., dated March 17, 2026, of the adjustment of the number of shares of common stock issuable upon the exercise of the Warrants (the “Share Adjustment Proposal”).

(3) to approve voluntary adjustments to the exercise price of the Warrants pursuant to the terms of the Warrant (the “Exercise Price Adjustment Proposal”);

(4) to approve one or more adjournments of the June 2026 Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Warrant Issuance Proposal, Share Adjustment Proposal, and the Exercise Price Adjournment Proposal, if there are not sufficient votes at the June 2026 Special Meeting to approve and adopt the Warrant Issuance Proposal, Share Adjustment Proposal, and the Exercise Price Adjournment Proposal (the “Adjournment Proposal”); and

(5) to consider and transact such other business as may be properly brought before the June 2026 Special Meeting and any adjournments thereof.

The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board has fixed the close of business on April 13, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the June 2026 Special Meeting and any adjournments or postponements of the June 2026 Special Meeting. Accordingly, only stockholders of record at the close of business on April 13, 2026, are entitled to notice of, and to vote at, the June 2026 Special Meeting and any adjournments or postponements of the June 2026 Special Meeting.

Your vote is important. Whether or not you expect to attend the June 2026 Special Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

JUNE 2026 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2026.

The proxy statement is available at www.colonialstock.com/AspireBiopharma2026.

Whether or not you expect to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on your proxy card, to vote by one of the following methods: 1) over the internet at www.colonialstock.com/AspireBiopharma2026, 2) by telephone by calling the toll-free number 877-285-8605, or 3) by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

23150 Fashion Drive, Suite 232

Estero, Florida 33928

PROXY STATEMENT