{"url_path":"/sec/asbp/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1847345/0001493152-26-028386-index.html","accession_number":"0001493152-26-028386","cik":"0001847345","ticker":"ASBP","issuer_name":"Aspire Biopharma Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1847345/0001493152-26-028386-index.html","primary_entity_key":"0001847345","primary_entity_name":"Aspire Biopharma Holdings, Inc."},"word_count":1127,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\n*Purchase\nAgreement*\n\n \n\nOn\nJune 10, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) entered into a purchase agreement (the “Purchase\nAgreement”) with FireFish TopCo, LLC (the “Seller”, and, collectively with its Subsidiaries listed in Annex A of the\nPurchase Agreement, “Sellers”), pursuant to which (i) the Seller agreed to sell, and cause the applicable Sellers to sell,\nand the Company agreed to purchase or cause certain of its Affiliates to purchase, all of the equity interests in certain of Seller’s\nsubsidiaries set forth in Annex C of the Purchase Agreement (the aforementioned equity interests, collectively, the ‘Transferred\nEquity Interests”, and such subsidiaries, “Transferred Entities”), free and clear of all Liens, other than the Permitted\nLiens and in accordance with the applicable Local Transfer Documents and (ii) the Seller agreed to sell, and cause the applicable Sellers\nto sell, and the Company agreed to purchase, or cause certain of its affiliates to purchase, all of the assets of the other Business\nEntities constituting the balance of the Business.\n\n \n\nAs\nconsideration for such purchase, the Company agreed to pay the Seller (or one or more of its designated other Sellers or Affiliates)\nat least two (2) Business Days prior to the date of Closing (“Closing Date”) an amount equal to: (i) $30,000,000 (the “Purchase\nPrice”) plus (ii) $800,000 in respect of deferred revenue of the Business Entities (such $800,000 representing an agreed upon fixed\ncredit for the deferred revenue, regardless of the actual amount of the deferred revenue), minus (iii) any Income Tax obligations of\nthe Transferred Entities net of any Income Tax receivables, minus (iv) Indebtedness of the Transferred Entities as of the closing (such\nfinal amount, the “Closing Purchase Price”). The Purchase Price will be allocated among the Transferred Entities and/or Business\nUnits as set forth in Exhibit B of the Purchase Agreement. To the extent relevant under applicable Tax Law, the Purchase Price\nassociated with each Transferred Entity and/or Business Unit will be further allocated among the assets of such Transferred Entities\nin a manner consistent with Section 1060 of the Internal Revenue Code.\n\n \n\nThe\nparties made customary representations and warranties under the Purchase Agreement and agreed to customary closing conditions. Amongst\nother things, the Seller agreed to deliver, on or prior to the Closing Date, a PCAOB audit of the Business for the fiscal years 2024\nand 2025, reflecting an unqualified audit opinion and Gross Profit minus capital expenditures of at least $12,000,000 in fiscal years\n2024 and 2025; provided that, if a clean PCAOB Audit opinion satisfying the foregoing is not obtained prior to September 10, 2026\n(the “Outside Date”), the Company has the right to terminate the Purchase Agreement. The parties also agreed to certain customary\npost-closing covenants.\n\n \n\nThe\nPurchase Agreement is terminable at any time prior to the Closing: (i) by mutual written agreement of the Company and the Seller; (ii)\nby the Company by written notice to the Seller if the Closing does not occur on or before the Outside Date, provided that the Company\ndoes not have the right to terminate the Purchase Agreement if the failure of the Company to fulfill any obligations under the Purchase\nAgreement is the primary cause of, or resulted in, the failure of the Closing to occur on or prior to the Outside Date; (iii) by the\nSeller by written notice to the Company, if the Closing does not occur on or prior to the Outside Date; (iv) by either the Company or\nthe Seller by written notice to the other party if there is a breach by the applicable party of a representation, warranty, or covenant\nor agreement on the part of such party if it would cause certain conditions (as more fully and specifically described in the Purchase\nAgreement) not to be satisfied, provided that the notifying party does not have the right to terminate the Purchase Agreement during\nany such time the notifying party is in material breach of the Purchase Agreement; and (v) by either the Company or the Seller by written\nnotice to the other party if any court of competent jurisdiction or other competent Governmental Authority issues a Governmental Order\nor takes any action prohibiting the transactions contemplated under the Purchase Agreement and having the effect set forth in Section\n5.01(d) of the Purchase Agreement, unless the failure to consummate the Closing because of such action by a Governmental Authority is\nprimarily due to the failure of the Company, if the Company is seeking to terminate the Purchase Agreement, or due to the failure of\nthe Seller, if the Seller is seeking to terminate the Purchase Agreement. Subject to the terms and conditions of the Purchase Agreement,\nunder certain specified circumstances either the Company or the Seller’s termination of the Purchase Agreement, the other\nparty shall pay to the terminating party a one-time termination fee of $3,500,000 within three (3) Business Days after such termination,\nwhich termination fee constitutes liquidated damages under the Purchase Agreement.\n\n \n\n \n\n \n\n \n\nThe\nSellers agreed to customary joint and several indemnification provisions as to the Company and its representatives and the Company agreed\nto customary indemnification provisions as to each Seller and its respective representatives.\n\n \n\nCapitalized\nterms used herein but not otherwise defined have the meanings set forth in the Purchase Agreement. For purposes of this Current Report\non Form 8-K, the following terms have the meanings set forth below:\n\n \n\n“Business”\nmeans the business of designing, manufacturing, marketing and selling automotive systems that facilitate electronic driver control and\nthe migration toward vehicle electrification, safety, lightweighting and sustainability, as conducted by the Transferred Entities on\nJune 10, 2026,\nand in respect to (a) Automotive Czech, the business conducted by the KOP Enterprise and (b) DUS Operating Inc., the business conducted\nby the U.S. Enterprise.\n\n \n\n“Business\nEntities” means the Transferred Entities, DUS Operating Inc. with respect to the U.S. Enterprise and Automotive Czech with respect\nto the KOP Enterprise.\n\n \n\n“Business\nUnit” means each of the Transferred Entities\nand with respect to (a) DUS Operating Inc., the U.S. Enterprise and (b) Automotive Czech, the KOP Enterprise, described in Annex\nC of the Purchase Agreement.\n\n \n\n“KOP\nEnterprise” means substantially all the\nassets and liabilities collectively representing an enterprise (in Czech: *obchodní závod*) of Automotive Czech relating\nto the driver control systems business unit, located in Kopřivnice, Czech Republic.\n\n \n\n“U.S.\nEnterprise” means substantially all of the assets and liabilities collectively representing the driver control systems business\nunit of DUS Operating Systems Inc.\n\n \n\nThe\nforegoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein\nby reference."}