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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 15, 2026
ASPIRE
BIOPHARMA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41293 |
|
33-3467744 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
23150
Fashion Drive, Suite 230
Estero,
Florida |
|
33928 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (908) 987-3002
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
ASBP |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each exercisable for one share of common stock |
|
ASBPW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
April 15, 2026, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company” or “Purchaser”)
announced that it has entered into a non-binding letter of intent (the “LOI”) for the acquisition (as described below, the
“Acquisition”) of 100% of the Driver Controls Systems business unit (“DCS”) of Firefish Topco,
LLC (“FTLLC”), from the shareholders of FTLLC, pursuant to which the Purchaser intends to acquire 100% of the equity, assets
and liabilities (subject to certain agreed exclusions) of the subsidiaries constituting the operations of DCS through a combination of
stock and asset transactions, to be mutually agreed upon between the parties.
Upon
completion of the Acquisition, the Company plans to engage Lakewood & Company, LLC to provide management services for the operation
of DCS. Lakewood’s principals have more than 100 years’ experience in the automotive industry.
Purchase
Price and Consideration
The
LOI provides for an enterprise valuation of $30.0 million on a cash-free, debt-free basis (the “Purchase Price”), payable
in cash at closing, subject to certain customary adjustments, including adjustments for (i) accrued income taxes (net of receivables)
and (ii) funded indebtedness. The Purchase Price is not subject to a working capital adjustment so long as the business is operated in
the ordinary course consistent with past practice. The Company does not anticipate procuring any new equity raise to consummate the purchase.
Break-Up
Fees
The
LOI provides for break-up fees of $3.5 million payable by the Purchaser or Sellers, respectively, under certain circumstances, including
a failure to proceed in good faith or to consummate the closing when required. Such fees are subject to customary exceptions, including
the failure of closing conditions, a material breach by the counterparty, or the exercise of specified termination rights.
Exclusivity
and Confidentiality
The
Sellers have agreed to a “no-shop” provision for an initial period of 30 days (subject to a potential extension), during
which they may not solicit or engage in alternative acquisition proposals, subject to limited exceptions. The parties have also agreed
to customary confidentiality restrictions.
Non-Binding
Nature
Except
for certain provisions, including those relating to exclusivity, confidentiality, expenses, and (following public disclosure) break-up
fees, the LOI is non-binding and does not obligate the parties to consummate the Acquisition. The completion of the Acquisition remains
subject to the negotiation and execution of a definitive Purchase Agreement and satisfaction of the conditions set forth therein. Engagement
of Lakewood & Company remains subject both to completion of the Acquisition and to the negotiation and execution of a definitive
management agreement and satisfaction of the conditions set forth therein.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ASPIRE
BIOPHARMA HOLDINGS, INC. |
| |
|
|
| Dated:
April 15, 2026 |
By: |
/s/
Kraig Higginson |
| |
|
Kraig
Higginson |
| |
|
Chief
Executive Officer |
