Aspire-Lakewood Holdings, Inc.

As filed with the Securities and Exchange Commission on May 13, 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)

194 Candelaro Drive, #233 ****

Humacao, PR 00791

(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.

ASPIRE BIOPHARMA HOLDINGS, INC.

RESALE OF UP TO 8,327,919 SHARES OF COMMON STOCK

RESALE OF UP TO 2,929,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of an aggregate of: (a) up to 8,327,919 shares of Aspire Biopharma Holdings, Inc. (the “Company”) Common Stock, par value $0.0001 per share (“Common Stock”); (b) up to 2,929,000 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of Warrants to purchase Common Stock (the “Warrant”).

The Common Stock being registered for resale was issued to, purchased by, or will be purchased by the Selling Securityholders for the following consideration: (i) 3,210,973 shares of Common Stock (the” Sponsor Shares”) originally held by the SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) of the Company, and which were issued to them prior to the Business Combination, these shares has since been disbursed to our Sponsor’s permitted transferees; (ii) 2,929,000 shares of Common Stock issuable upon the exercise of the Warrants, issued to the holders in the Private Placement (as defined below), pursuant which the Company shall issue the Warrants Shares; (iii) 2,870,000 shares of Common Stock (the “Sponsor Purchase Agreement Shares”), issued pursuant to Sponsor Purchase Agreement (as defined below); and (iv) 2,246,946 shares of Common Stock being registered pursuant to the Settlement Agreement dated April 24, 2025 (the “Settlement Agreement”).

Simultaneously with the closing of the Company’s initial public offering (the “IPO”), the Company consummated the sale of 9,138,333 private placement warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Original Sponsor generating gross proceeds of $13,707,500. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of $37,500,000. Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 625,000 Private Placement Warrants to the Original Sponsor, generating gross proceeds of $937,500.

On July 14, 2023, we entered into a purchase agreement (the “Sponsor Purchase Agreement”) with the Original Sponsor and the Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor 4,317,500 of our Class A ordinary shares and 6,834,333 private placement warrants, each exercisable for one Class A Ordinary Share for an aggregate purchase price of $1.00 (the “Sponsor Purchase Price”), payable at the time we complete an initial business combination. In addition to the payment of the Sponsor Purchase Price, the Sponsor also assumed the responsibilities and obligations of the Original Sponsor related to the Company. On August 18, 2023, the parties to the Sponsor Purchase Agreement closed the transactions contemplated thereby.

On February 17, 2025, we completed the business combination and transactions contemplated thereby (the “Business Combination”) as set forth in that certain Agreement and Plan of Merger (as amended), dated August 26, 2024, as amended (the “Merger Agreement”), by and among PowerUp Acquisition Corp., a Cayman Island exempt Company (“PowerUp”), PowerUp Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of PowerUp our predecessor company (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”), Stephen Quesenberry, in the capacity as the representative from and after the Effective Time for the Aspire stockholders as of immediately prior to the Effective Time (the “Seller Representative”), and Aspire Biopharma, Inc., a Puerto Rico corporation (“Old Aspire”). As contemplated by the Merger Agreement, PowerUp changed its name to Aspire Biopharma Holdings, Inc.

On April 24, 2025, Aspire Biopharma Holdings, Inc. (the “Company”) entered into a Settlement Agreement with Cobra Alternative Capital Strategies LLC, Blackstone Capital Advisors, Inc., and their affiliates (collectively, the “Lenders”) to resolve all matters related to previously issued notices of default and to amend certain outstanding loan agreements. Pursuant to the Agreement, the Lenders withdrew and cancelled all prior notices of default and acceleration previously delivered to the Company. Any alleged previous defaults under the Company’s loan agreements were deemed cured, and all previous accelerations of payment were rendered null and void. The Company maintains that it was not in default at any time. Additionally, the Agreement provides for an extension of the maturity dates of key promissory notes by seventy-five (75) days, extending the earliest maturity date to August 15, 2025, and amending additional notes to extend their maturity dates to September 10, 2025. In connection with the Agreement, the Company agreed to issue 625,000 shares of common stock to Blackstone Capital Advisors, Inc. and to register those shares, along with certain other restricted securities, through the filing of a registration statement on Form S-1 no later than May 13, 2025. The Company also agreed to remove lock-up restrictions on certain shares held by Cobra Alternative Capital Strategies LLC, Blackstone Capital Advisors, Inc., and Thor Special Situations LLC, enabling such shares to be made eligible for transfer to the Direct Registration System. The Lenders also agreed to enter into lock-up/leak-out agreements governing the sale of Company shares through August 20, 2025, with sale limitations tied to the Company’s daily trading volume, as detailed in the Agreement.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders 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 shares of our Common Stock, except with respect to amounts received by us upon the exercise of the Warrants for cash. 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 Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock or Warrants. See the section entitled “Plan of Distribution” of this prospectus for additional information.

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 the common stock and “ASBPW” for the warrants. On May 12, 2025, the closing sale price of our common stock as reported by Nasdaq was $0.33 per share and the closing price of our warrants was $0.0424 per warrant.

Investing in shares of our common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 19 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 , 2025.

TABLE OF CONTENTS

i