PWUPU Powerup Acquisition Corp. - 8-K

Item
5.07 Submission of Matters to a Vote of Security Holders.

On
April 10, 2026 ,
at the Special Meeting of Stockholders (the “Meeting”) of Aspire Biopharma Holdings, Inc. (the “Company”), the
Company’s stockholders constituting a quorum voted on, and approved, the matters described below.

1.

To
approve one or more amendments to our Charter to effect (a) one or more reverse splits of the Company’s issued and outstanding
shares of capital stock at a ratio of 1-for-5 to 1-for-500, in the aggregate, with the exact ratio within such range to be determined
by the Board of Directors of the Company at its discretion (the “Reverse Split”), and (b) the reverse stock split, if
at all, within one year of the date the proposal is approved by stockholders, each subject to the Board’s authority to abandon
such amendments (the “Reverse Stock Split Proposal”). The number of shares that voted for, against, and withheld from
voting for this Reverse Stock Split Proposal is summarized in the table below:

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

2,096,356

582,185

12,852

0

2.

To
authorize, for purposes of complying with Nasdaq listing rule 5635(d), (i) the issuance of the shares of common stock of the Company
issuable upon conversion of the Series A Convertible Preferred Stock (the “Conversion Shares ” ), including the
issuance of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on February 6, 2026, and
(ii) the floor price (the “Floor Price”) at which the Series A Preferred Stock may be converted, equal to 20% of the
Minimum Price (as such term is defined by the rules and regulations of the Nasdaq Stock Market LLC, Rule 5635(d)(1)(A) (the “Series
A Preferred Issuance Proposal”). The number of shares that voted for, against, and withheld from voting for this Series A Preferred
Issuance Proposal is summarized in the table below:

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

1,466,141

203,756

8,652

1,012,844

3.

To
approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 19.99% or more of our issued and outstanding
common stock pursuant to that certain Purchase Agreement (the “ELOC Agreement”) between the Company and Arena Business
Solutions Global SPC II, Ltd., dated November 11, 2025 (the “ELOC Issuance Proposal”. The number of shares that voted
for, against, and withheld from voting for this ELOC Issuance Proposal is summarized in the table below:

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

1,469,985

203,926

4,638

1,012,844

4.

To
approve an amendment to the articles of incorporation to increase the authorized shares of common stock from 490,000,000 shares to
700,000,000 shares (the “Authorized Common Stock Increase Proposal”). The number of shares that voted for, against, and
withheld from voting for this Authorized Common Stock Increase Proposal is summarized in the table below:

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

1,925,368

524,501

7,403

234,122

5.

To
approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the
Reverse Stock Split Proposal, Series A Preferred Issuance Proposal, the ELOC Issuance Proposal and the Authorized Common Stock Increase
Proposal, if there are not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Split Proposal, Series
A Preferred Issuance Proposal, the ELOC Issuance Proposal and the Authorized Common Stock Increase Proposal (the “Adjournment
Proposal”). The number of shares that voted for, against, and withheld from voting for this Adjournment Proposal is summarized
in the table below:

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

1,893,737

551,855

11,679

234,122

Exhibit
No.

Description

104

Cover
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