Aspire Biopharma Holdings, Inc. — Form 10-Q

Aspire Biopharma Holdings, Inc. is acquiring FireFish TopCo, LLC's business (Transferred Entities across multiple jurisdictions) for a base Purchase Price of $30,000,000 plus $800,000 in deferred revenue credit, less Income Tax obligations and Indebtedness of the Transferred Entities as of closing. The transaction is documented via a Securities Purchase Agreement featuring convertible debentures at 20% original issue discount, 10% PIK interest, senior secured status, and conversion rights tied to volume-weighted average pricing. Closing conditioned on PCAOB audit showing unqualified opinion and Gross Profit minus capex of at least $12M in each of fiscal years 2024 and 2025.