PWUPU Powerup Acquisition Corp. - 8-K/A

Item
1.01. Entry into a Material Definitive Agreement.

Securities
Purchase Agreement

As
previously reported, in the Company’s Current Report on Form 8-K filed on February 6, 2026 (the “ February 8-K ”),
Aspire Biopharma Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Securities
Purchase Agreement ”) with certain accredited investors (the “ Investors ”), providing for a private placement
(the “ Offering ”), of up to 25,000 shares of Series A Convertible Preferred Stock (the “ Preferred Stock ”),
convertible into shares of the Company’s common stock (the “ Common Stock ”). The terms of the Securities Purchase
Agreement, the Preferred Stock, and the related Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred
Stock, as amended (the “ Certificate of Designation ”) are described in the February 8-K and are incorporated herein
by reference. This Current Report on Form 8-K reports the closing of the second tranche of the Offering.

The
Securities Purchase Agreement and Registration Rights Agreement were previously filed as Exhibits 10.1 and 10.2, respectively, to the
February 8-K and are incorporated herein by reference. The summary of the terms of the Certificate of Designation and the Securities
Purchase Agreement and Registration Rights Agreement in the February 8-K are subject to, and qualified in their entirety by, the full
text of such documents, which are incorporated herein by reference from the February 8-K.

No
statement in this report or the attached exhibits is an offer to sell or a solicitation of an offer to purchase the Company’s securities,
and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

The
Offering

As
previously disclosed, on February 6, 2026, the Company closed the first tranche of the Offering for an aggregate of 13,750 Shares, resulting
in gross proceeds of $11,000,000 including the conversion of $943,801 in existing debt into Shares on the same terms. On April 15, 2026,
the Company and the investors closed on the second tranche of the Offering for an aggregate of 12,500 Shares, resulting in gross proceeds
of approximately $10,000,000. In both tranches, gross proceeds are before deducting fees to be paid to the placement agents and financial
advisors of the Company and other estimated offering expenses payable by the Company. Proceeds from the $21,000,000 Offering net
of transaction fees and expenses will be available to fund the cash component of the proposed Dura Driver Control Systems acquisition
and for general corporate purposes.

RBW
Capital Partners acting through Dawson James Securities Inc., served as placement agent on the transaction.

Item
5.03. Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

On
April 13, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate
of Designation of Series A Convertible Preferred Stock (the “ Certificate of Amendment ”).

The
Certificate of Amendment amends the Company’s previously filed Certificate of Designation of Series A Convertible Preferred Stock,
which was originally filed on February 2, 2026.

Pursuant
to the Certificate of Amendment, the Company amended certain provisions of the Certificate of Designation, including clarifying and restating
provisions relating to the designation and number of shares of Series A Convertible Preferred Stock. As amended, the Company has designated
30,000 shares of Series A Convertible Preferred Stock, each with a par value of $0.0001 and a stated value of $1,000 per share.

Except
as expressly modified by the Certificate of Amendment, the Certificate of Designation remains in full force and effect.

The
foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of
Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking
Statements

This
Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of
1995, including without limitation statements regarding the Company’s intended use of the net proceeds from the Offering. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important
factors that could cause actual results to differ materially include: risks associated with market conditions; risks associated with
the Company’s cash needs; and risks and uncertainties associated with the Company’s business and finances in general; and
other risks and uncertainties set forth from time to time in the Company’s filings with the Commission. Any forward-looking statements
contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to
update any forward-looking statements, whether because of new information, future events or otherwise.

Item
9.01 Financial Statements and Exhibits.

Exhibit
Number

Description

3.1

Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on April 13, 2026

10.1

Form of Securities Purchase Agreement, dated February 6, 2026 by and among Aspire Biopharma Holdings, Inc. and the purchasers named therein (incorporated by reference to the current report on Form 8-K, filed on by the Company on February 12, 2026)

10.2

Form of Registration Rights Agreement, dated February 6, 2026 by and among Aspire Biopharma Holdings, Inc. and the holders named therein (incorporated by reference to the current report on Form 8-K, filed on by the Company on February 12, 2026)

104

Cover
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