| Item 1. | |
| (a) | Name of issuer:
Aspire Biopharma Holdings |
| (b) | Address of issuer's principal executive offices:
23150 Fashion Drive, Suite 232, Estero, Florida 33928 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G/A (the "Schedule") is being filed with respect to shares of Common Stock (as defined below) of Aspire Biopharma Holdings, Inc. (the "Issuer") which were previously beneficially owned by Ardsley Advisory Partners LP (the "Advisor"), Ardsley Advisory Partners GP LLC (the "Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Advanced Healthcare Fund, L.P. (the "Advanced Healthcare Fund"), Ardsley Partners Fund II, L.P. ("Fund II") and Phillip J. Hempleman ("Hempleman", and together with the Advisor, the Advisor General Partner, the General Partner, the Advanced Healthcare Fund and Fund II, collectively, the "Reporting Persons"). See Item 4 below. |
| (b) | Address or principal business office or, if none, residence:
105 Rowayton Ave.
Norwalk, CT 06853 |
| (c) | Citizenship:
Each of the Advisor, the Advanced Healthcare Fund and Fund II is a Delaware limited partnership. Each of the Advisor General Partner and the General Partner is a Delaware limited liability company. Hempleman is a United States Citizen. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
738920107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025. |
| (b) | Percent of class:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
|
| | (ii) Shared power to vote or to direct the vote:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
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| | (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 138,446,102 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer's Form S-1 dated December 3, 2025, filed with the SEC on December 3, 2025.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 2. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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