Aspire Biopharma Holdings, Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement As previously reported, in the Company’s Current Report on Form 8-K filed on June 12, 2026 (the “June 8-K”), Aspire Biopharma Holdings, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with FireFish TopCo, LLC (the “Seller”), pursuant to which (i) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase or cause certain of its Affiliates to purchase, all of the equity interests in certain of Seller’s subsidiaries set forth in Annex C of the Purchase Agreement (the aforementioned equity interests, collectively, the ‘Transferred Equity Interests”, and such subsidiaries, “Transferred Entities”), free and clear of all Liens, other than the Permitted Liens and in accordance with the applicable Local Transfer Documents and (ii) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase, or cause certain of its affiliates to purchase, all of the assets of the other Business Entities, as defined in the June 8-K, constituting the balance of the Business. The terms of the Purchase Agreement, and related consideration are described in the June 8-K and are incorporated herein by reference. This Current Report on Form 8-K reports the closing of the Purchase Agreement. The Purchase Agreement was previously filed as Exhibits 10.1 to the June 8-K and are incorporated herein by reference. The summary of the terms of the Purchase Agreement in the June 8-K are subject to, and qualified in their entirety by, the full text of such documents including the defined terms therein, which are incorporated herein by reference from the June 8-K. Escrow and Closing Agreement On August 6, 2026, the Company and the Seller entered into an Escrow and Closing Agreement (the “Closing Agreement”), pursuant to which the parties acknowledged and agreed that all conditions to the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) had been irrevocably satisfied or irrevocably waived by the party entitled to the benefit thereof, and that all Transaction Documents, certificates and other deliverables required to effect the Closing (collectively, the “Closing Documents”) had been duly executed and irrevocably delivered by the parties and were being held in escrow by the part