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PowerUp Acquisition Corp.

PWUP · Nasdaq

Trust settledAspire Biopharma Holdings, Inc. · Finished

NO ACTION REQUIRED

Nothing left to do

The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.

No price history on file yet — daily closes accumulate from the market data feed.

Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.

SpacBrain’s read

Trust settled

The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).


In plain terms

What it is
A SPAC from Aesther Healthcare Acquisition Corp. / PowerUp Acquisition Corp. (Fell Donald G.), listed on Nasdaq in February 2022.
What it's doing now
It agreed to buy Aspire Biopharma Holdings, Inc., a biopharmaceutical product development company. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
What you should know
This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.

At a glance

Where it stands
Closed (deSPAC)
The business it bought
Aspire Biopharma Holdings, Inc. — Biopharma, Inc .
Industry
Health Care — biopharmaceutical product development
Deal value
not stated in the filings we hold
Price vs cash at settlement
no live price on file
Cash in trust when it settled
not yet extracted into a snapshot — the filings below may state it
the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
IPO
22 February 2022
size not on file · 105.5% of each $10 unit into trust
Headquarters
23150 FASHION DRIVE, SUITE 232, ESTERO, FL, 33928
registered in the Cayman Islands
Lead underwriter
not extracted from the prospectus yet
Key officers
Fell Donald G. (Director) · Wadhwani Avinash R (Director) · Doshi Mayur Mansukhlal (Director)
Listed securities
PWUP common
Cash held per sharenot filed for this window

This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.

Shares already handed backthe filing does not state a pre-event share count

At the 22 May 2024 event.

0001641172-25-002917opens on sec.gov in a new tab

Next date that mattersno dated event on file

Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.

Yield to redemption

Nothing left to redeem — no yield to compute.

This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.


What happened to the cash

The reasoning behind the verdict above, in the order the filings establish it.

  1. The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).

What has happened, and what is coming

4 dated milestones

Every dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.

  1. 18 May 2023Shares handed backpassed0001641172-25-002917opens on sec.gov in a new tab

    redemption rate not stated in the filing

  2. 22 May 2024Shares handed backpassed0001641172-25-002917opens on sec.gov in a new tab

    redemption rate not stated in the filing

Show the earlier 1 milestone
  1. 22 February 2022IPOpassed

    IPO size not on file


The deal

terms as filed

What it is buying, on what terms, and how much of the combined company new shares take from you.

  • closedHealth Care

    What Aspire Biopharma Holdings, Inc. does — read from aspirebiolabs.com on 26 August 2026

    Aspire Biopharma Holdings Inc. is an early-stage technical company developing and marketing disruptive sublingual drug delivery technology. Originally formed in September 2021, the company uses patent-pending nano technology and micelle-based formulations to enable rapid absorption of drugs and supplements under the tongue, bypassing the gastrointestinal tract. Its launch product is sublingual aspirin targeting cardiology and stroke emergencies, acute pain management, and anti-inflammatory needs, positioned as a safe opioid alternative. The company has filed two USPTO patent applications and completed clinical trials for its sublingual aspirin product in July 2025.

    PharmaceuticalsDrug Delivery TechnologyPain ManagementCardiologyAnti-inflammatory
    Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
    Min-cash condition
    $5M

Who has already taken their money back

2 filed events

Each time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.

Worst single event

no filing states a pre-event share count

Shares redeemed, all events

28.17M

across every filed redemption event

Every figure below is stated in the linked filing; nothing here is estimated.

Show the other 1 cash-out event

The score

deterministic, from filed fields

PWUP is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.

Asymmetric return scoreNeither a price nor a cash-per-share figure is on file for this vehicle, and the score is a ratio between the two. Nothing is estimated to fill the gap.

The score is only published for names that carry both a price and a filed cash-per-share figure — 295 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.

See the names that are scored, and how


The company

from SEC filings
Read the full profile

PowerUp Acquisition Corp. was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker ASBP. The company priced its initial public offering on February 22, 2022, under SEC file number 333-261941, with shares registered for cash on S-1 0001104659-21-154391. The registrant was classified under SEC SIC industry code 2834 (Pharmaceutical Preparations) and described itself as a blank-check company in its 424B4 prospectus. The company completed a business combination and no longer files as a separate vehicle, with EDGAR now listing CIK 0001847345 under the name Aspire Biopharma Holdings, Inc.


Material findings

from the full read of every filing

Every document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.

  • The company converted almost all of its debt into equity and preferred stock and raised cash to $12.2 million, at the cost of a share count restated through a combined 1-for-1,200 reverse split — a public warrant now takes 1,200 warrants to buy one share, which is what a $11.50-era warrant becomes after that arithmetic. Quarterly revenue of $63,104 against $2.6 million of operating expenses means the balance sheet, not the business, is funding operations.

  • The company receives $3.0 million and owes $3.75 million, a 20% discount booked as principal at issuance. Conversion into stock is conditioned on an Event of Default rather than available at will, and the conversion price is set in the notes, which are not part of this exhibit.

  • Two reverse splits compounded to 1,200-to-1 on a SPAC warrant, so a holder needs 1,200 warrants and $13,800 to receive a single share. The Company filed this because holders asked; nothing in the report changes the terms, and the adjustment is the contractual consequence of the splits rather than a new event.

  • An exercise price of $0.00001 per share means these are effectively free shares: the holder pays nothing meaningful and existing stockholders absorb the entire issuance. Because the request expressly covers the portion above 19.99% of shares outstanding, the dilution is designed to exceed the Nasdaq threshold that normally requires a separate vote. The warrant terms also impose cash liquidated damages on the company for every $1,000 of undelivered warrant shares if it misses the delivery date, a penalty that falls on the same shareholders being diluted.

  • An equity line of credit combined with a preferred issuance and a reverse split is the full distressed-financing package: the ELOC lets Arena buy newly issued shares on demand, typically at a discount, and the split resets the price so that facility has room to run. Holders approving all three authorize open-ended dilution against a stock already below the $1.00 Nasdaq threshold. The PowerUp trust was released at the de-SPAC and offers no floor.

  • Approving a Floor Price alongside the 19.99% cap removal is the critical detail: it sets the lowest conversion price the notes may use, and asking holders to sanction it means the notes convert on a formula that would otherwise breach Nasdaq's minimum price rule. Combined with discretionary reverse split authority running a full year, the board obtains open-ended power to compress the count and issue into it. Aspire would return with an ELOC vote five months later.

Show 10 more material filings
  • The registered securities are three lines totalling a large warrant component: 46,515,144 shares plus 14,375,000 warrants and the 14,375,000 shares they would become on exercise, so warrant overhang is roughly 31% of the share line and is a separate claim. The Sponsor is a named party to the merger agreement itself rather than merely a supporting signatory, which means sponsor-specific terms sit inside the operative agreement. The target is incorporated in Puerto Rico. The agreement dates from August 2024 with two amendments in the following two months. No vote date is stated in this portion.

  • The registered amounts match the following amendment exactly, so the ceiling — 46,515,144 shares plus 14,375,000 warrants and the shares underlying them — was already fixed at this stage. The Sponsor is a party to the merger agreement itself, so sponsor-specific arrangements are inside the operative document rather than in a separate support agreement. No vote date appears in this portion.

  • The prospectus covers 46,515,144 shares of common stock plus 14,375,000 warrants and the 14,375,000 shares underlying them, so warrant exercise alone can add nearly a third again to the registered share count. PowerUp shareholders vote separately on the Domestication and on the Business Combination, so approving the deal and approving the move to Delaware are distinct decisions. Each Class A ordinary share of par value $0.0001 converts one-for-one into New Aspire Class A common stock of the same par value ahead of the Closing Date.

  • The cover registers 46,515,144 shares of common stock and, separately, 14,375,000 warrants together with the 14,375,000 shares underlying them, so the registered share count and the warrant overhang are stated as distinct amounts rather than one combined figure. At the domestication each Class A ordinary share of PowerUp converts one-for-one into New Aspire Class A common stock, par value $0.0001. Shareholders are asked to vote on the PowerUp Domestication and on the Business Combination as separate items, and the merger agreement had already been amended twice within six weeks of signing.

  • PowerUp shareholders are asked to vote on the Domestication and on the Business Combination as separate items, so the change of jurisdiction is not carried automatically by approving the deal. The registered block includes 14,375,000 warrants and an equal number of underlying shares on top of the 46,515,144 shares, which is the measure of dilution beyond closing. The agreement has already been amended twice before this first amendment to the registration statement, and the extraordinary general meeting date is not stated.

  • Shareholders are asked to vote on the PowerUp Domestication and the business combination as separate items, so the move to Delaware is its own decision rather than an automatic consequence. Each Class A ordinary share of $0.0001 par value converts one-for-one into New Aspire Class A common stock, and each whole public warrant becomes the right to buy one New Aspire share at an exercise price of $11.50 under the Warrant Agreement dated February 17, 2022, so warrant economics carry across the domestication unchanged. The meeting date is not stated.

  • PowerUp shareholders vote on the Domestication and on the Business Combination as separate items. On the Domestication each Class A ordinary share of par value $0.0001 becomes one share of New Visiox Class A common stock, later reclassified as a single class of common stock, and each whole warrant becomes the right to buy one share at $11.50 under the Warrant Agreement dated February 17, 2022. Any unit not yet separated is cancelled for one share and one-half of one public warrant, so unit holders end up with a half-warrant rather than a whole one.

  • Shareholders vote on the Domestication and the business combination as separate items, so the change of jurisdiction is its own decision rather than a consequence of approving the deal. The document is internally inconsistent about the authority for that step: the cover footnote cites a domestication under Section 388 of the Delaware General Corporation Law while the body describes the domestication under Part XII of the DGCL. The proxy statement/prospectus remains preliminary and subject to completion, and no extraordinary general meeting date is stated.

  • The proxy sets out exactly why the second item matters: if the NTA Proposal fails and redemption requests are heavy enough to push net tangible assets below $5,000,001, the existing governing documents would prevent the company from completing its pending business combination at all, regardless of shareholder support. Removing the floor also lifts the matching condition under the definitive agreement, so a deal survives redemptions that would otherwise kill it — at the remaining holders' expense.

  • 25,991,229 shares is the ceiling on issuance stated in the founding version of this registration statement, and it is the figure against which later amendments should be read. The warrant terms carry over unchanged through the move to Delaware: each whole warrant becomes the right to buy one New Visiox share at $11.50 under the Warrant Agreement dated February 17, 2022. Any PowerUp unit a holder has not already separated is cancelled at the Domestication and becomes one share plus one-half of one public warrant, so unit holders are converted whether or not they act.


Filings

live EDGAR feed

Everything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.

  • What changed: Aspire Biopharma Holdings, Inc. filed an 8-K on August 19, 2026, furnishing an investor presentation (Exhibit 99.1) signed by CEO Kraig Higginson. Why it matters: The filing does not contain redemption deadlines, trust value updates, or extension details for the closed SPAC PWUP; it only provides marketing materials for the post-merger entity Aspire Biopharma.

  • What changed: The 10-Q filed under Commission file number 001-41293 is that of Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) for the quarter ended June 30, 2026. All share data is retroactively restated for two reverse stock splits — 1-for-40 on January 16, 2026 and 1-for-30 on May 11, 2026 — and as of August 7, 2026 there were 1,402,557 shares outstanding, 8,199 private placement warrants each exercisable for one share, and 14,374,969 public warrants of which 1,200 are exercisable for one share. Why it matters: The company converted almost all of its debt into equity and preferred stock and raised cash to $12.2 million, at the cost of a share count restated through a combined 1-for-1,200 reverse split — a public warrant now takes 1,200 warrants to buy one share, which is what a $11.50-era warrant becomes after that arithmetic. Quarterly revenue of $63,104 against $2.6 million of operating expenses means the balance sheet, not the business, is funding operations.

    combination deadlinenothing moved · 1 with no prior record of ours
    Combination deadline
    2025-09-10 · unchanged

    The clause …“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 $21 shares of common stock after giving effect to the Reverse Splits as”…

    Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

  • What changed: Exhibit 10.3 to an 8-K of Aspire Biopharma Holdings, Inc.: a Secured Convertible Promissory Note Purchase Agreement dated August 6, 2026 with investors listed on a schedule, under Section 4(a)(2) and Rule 506(b). The notes carry a 20% original issue discount included in the principal balance, so the aggregate purchase price is $3,000,000 and the aggregate principal amount is $3,750,000. The agreement states that upon an Event of Default as defined in the notes, the principal amount becomes convertible at the investor's option into shares of the company's common stock as set forth in the notes. Why it matters: The company receives $3.0 million and owes $3.75 million, a 20% discount booked as principal at issuance. Conversion into stock is conditioned on an Event of Default rather than available at will, and the conversion price is set in the notes, which are not part of this exhibit.

Show the other 10 filings
  • What changed: 8-K of Aspire Biopharma Holdings, Inc. Item 8.01 (other events): responding to requests from holders, the Company clarifies the terms of its public warrants, trading as ASPBW, originally issued on February 23, 2022 in the IPO of predecessor Power Up Acquisition Corp. with an initial exercise price of $11.50 per share subject to adjustment on events including a consolidation of shares. After a 1-for-30 reverse stock split on January 16, 2026 and a further 40-to-1 reverse split on May 11, 2026, the warrants now carry an exercise price of $13,800 per share and a ratio of 1,200 warrants per share. Why it matters: Two reverse splits compounded to 1,200-to-1 on a SPAC warrant, so a holder needs 1,200 warrants and $13,800 to receive a single share. The Company filed this because holders asked; nothing in the report changes the terms, and the adjustment is the contractual consequence of the splits rather than a new event.

  • outside date1 moved
    Outside date
    2026-01-312026-09-10

    SpacBrain reads this as 222 days later than the previous record.

    The clause …“a clean PCAOB Audit opinion satisfying the foregoing is not obtained prior to September 10, 2026 (the “Outside Date”), the Company has the right to terminate the Purchase Agreement. The parties also agreed to certain customary”…

    Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

  • What changed vs 2025-11-14deadline 2025-12-10 → 2025-09-10going concern RESOLVED
    combination deadline, going-concern doubt2 moved
    Combination deadline
    2025-12-102025-09-10

    SpacBrain reads this as 91 days earlier than the previous record.

    The clause …“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 521 shares of common stock after giving effect to the Reverse Splits as”…

    Going-concern doubt
    statednot stated

    SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.

    Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.


The record

The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.

Show the reference detail

Unit structure

Cash in trust at IPO$10.55

Unit: U = S + W/2 · 105.5% of the $10 unit

from 424B3 0001493152-25-002163

Trading & liquidity

Average daily volume (20d)no volume reported on the bars we hold
Average daily $ volumeneeds both volume and a live price
Range over the bars heldnot enough price history
Total cash in trustthe trust total is not in the last XBRL stamp

Company profile

Industry (SIC)Pharmaceutical Preparations (2834)
Registered inthe Cayman Islands
Exchange · CIKNasdaq · 0001847345

All filings on EDGARopens on sec.gov in a new tab

Directors & officers


Institutional holders

from SC 13G/13D

Funds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.

Show the declared stakes

9 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.

One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.


News

company wires and the financial press

Reporting we have matched to this ticker. Headlines belong to the outlets that wrote them.


Sources on file

harvested pages, kept in full

Every public page we have read about this company, stored in full so a source can never go missing.

Show the sources

34 full SEC filing texts archived — searchable, never lost.


In plain English

tap a term to open it

Every piece of jargon this page could have used, and what it actually means.

Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected

A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.

Redemption deadlinethe last day to hand shares back for cash

Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.

Broker action datethe day your broker needs the instruction — earlier than the official date

Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.

Cash in trust / trust per sharethe cash the company is holding for each public share

Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.

Trust discountbuying below the cash held for you

Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.

Dilutionhow much of the company new shares take from you

Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.

Pro-forma equitywhat the company is valued at once the deal closes

The combined company's equity value assuming the announced terms and the redemptions that have actually happened.

ARShow much upside you get per unit of downside

SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.

De-SPACthe day the SPAC becomes the real company

The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.

Outside datethe contractual long-stop for closing the deal

A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.

Accession numberthe SEC's unique id for one filing

Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.

Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since

A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.


Ask the brain

from its filings
Data provenance & audit trail4 internal entries

Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.

PWUP — company record
UNIVERSE-IPO-INDEX2026-08-17

admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 2834 (Pharmaceutical Preparations). The screen found it by filing SHAPE instead — S-1 2021-12-30 → 8-A12B 2022-02-17 → 424B4 2022-02-22 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 2834 + self-described blank check in 424B4 0001104659-22-025737; 424B 0001104659-22-025737 priced 2022-02-22 under S-1 0001104659-21-154391 (file 333-261941, an offering for cash); common ticker PWUP off 10-Q 0001493152-24-045850 (2024-11-14); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-261941, which belongs to S-1 0001104659-21-154391 (2021-12-30) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2022-02-22). Ending PROVEN, not inferred: CLOSED per 8-K 0001493152-25-007898 (2025-02-21) — 8-K item 5.06 "Change in Shell Company Status" (EDGAR item index, items: 1.01,2.01,2.03,3.02,3.03,4.01,5.01,5.02,5.03,5.05,5.06,7.01,9.01). EDGAR now files this CIK as "Aspire Biopharma Holdings, Inc." — the SPAC's own name is kept here and the successor is the target. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.

SPONSOR-ID2026-08-14

sponsor "SRIRAMA Associates, LLC" sourced from prospectus definition (10-K/A) acc 0001493152-26-015737.

Deal — Aspire Biopharma Holdings, Inc.
UNTAGGED

[CLOSED-RENAME] EDGAR CIK 0001847345 records "PowerUp Acquisition Corp." ending 2025-02-19; the registrant continues as "Aspire Biopharma Holdings, Inc.". The rename is the SEC's own record of what the vehicle became, keyed by CIK. Closed 2025-02-19. No deal value is set — a rename says what was acquired, never for how much. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists. [DEAL-STRUCTURE-MINED] minCashM=5 from primary filings (0001493152-24-003997).

SEGMENT-FROM-FILING2025-01-08

OTHER -> BIOTECH, on S-4/A 0001493152-25-001441: "the combined company would have to reach an accommodation with its creditors and other counterparties to defer repayment of those obligations and/or the combine"

Also listed inSPACs with warrants