Aspire Biopharma Holdings, Inc. Liquidation Value

Aspire Biopharma Holdings, Inc. (ASBP) presents a deeply negative liquidation posture at December 31, 2025. Total assets of $1.31M consist almost entirely of cash ($1.00M, recoverable at 100%) and inventory ($0.25M, haircut to ~$0.15M at 60%). There are no material PP&E, goodwill, or intangible assets on the balance sheet; the Instaprin patent acquisition is explicitly unrecorded due to its contingent nature (no XBRL tag exists for it). Aggregate recoverable asset value under liquidation is approximately $1.15M.

Total liabilities stand at $7.69M at face value, dominated by current obligations: accounts payable ($1.01M), accrued liabilities ($1.01M), convertible notes ($1.29M at fair value), related-party notes payable ($0.89M), subscription agreement loans ($1.50M), loan and transfer notes payable - related party ($0.45M), promissory note fee - related party ($1.00M), due to affiliate ($0.35M), forward purchase agreement liability ($0.10M), and derivative liability ($0.04M). All liabilities are current or near-current with no material long-term component. The resulting liquidation deficit to equity is approximately -$6.5M, consistent with the MFFAIS CLV/LLV of approximately -$5.7M (small divergence attributable to inventory haircut and rounding).

The entity completed a reverse recapitalization with PowerUp Acquisition Corp on February 17, 2025 (the inception of the consolidated reporting entity for US tax purposes). This is the first annual filing as a combined entity; the prior filing body provided is a 10-Q for the period ended September 30, 2025, not a prior-year 10-K, so year-over-year balance sheet comparison is not available on an audited basis. The prior period comparator at December 31, 2024 reflects only legacy Aspire Biopharma, Inc. standalone figures.

The Company generated $6,202 of nutraceutical product revenue for the full year 2025 against $6,318 of COGS, producing a negative gross margin of $116. Net loss was $24.5M, driven overwhelmingly by $14.1M non-cash stock-based compensation (advisory firm shares at reverse recapitalization), $8.0M amortization of debt discount on convertible instruments, $8.5M total interest expense, and a $364K loss on debt extinguishment. The Company carried a going concern qualification in its prior 10-Q. The filing discusses a February 6, 2026 Series A Preferred Stock offering raising $11.0M gross (including $943K of debt conversion), and a January 2026 $2.17M debenture issuance - neither of these are reflected in the December 31, 2025 balance sheet but materially alter the post-period liability and equity structure. The Instaprin APA contingent purchase price obligation ($3.63M payable from future sales) is disclosed in MD&A but carries no XBRL tag and is not recorded as a balance sheet liability.