Material Agreement (Form 8-K)

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.