ISPR / Ispire Technology Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 Ispire Technology I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 Ispire Technology In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization)

Ispire Technology Inc. Announces Approval of Interim License for Manufacturing of Nicotine Products in Malaysia Interim License Approved in May, with Authority to Begin Manufacturing of Nicotine Products in Malaysia Immediately

Exhibit 99.1 Ispire Technology Inc. Announces Approval of Interim License for Manufacturing of Nicotine Products in Malaysia Interim License Approved in May, with Authority to Begin Manufacturing of Nicotine Products in Malaysia Immediately LOS ANGELES, May 22, 2025 – Ispire Technology Inc. (NASDAQ: ISPR) (“Ispire,” the “Company,” “we,” “us,” or “our”), an innovator in vaping technology and precis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Ispire Technology In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization)

Ispire Technology Inc. Announces Appointment of Jay Yu as Chief Financial Officer Jie “Jay” Yu has a strong track record of excellence in public company accounting, and has served in the role of Vice President of Finance for Ispire since June 2023 Is

Exhibit 99.1 Ispire Technology Inc. Announces Appointment of Jay Yu as Chief Financial Officer Jie “Jay” Yu has a strong track record of excellence in public company accounting, and has served in the role of Vice President of Finance for Ispire since June 2023 Ispire also further streamlines operations by cutting an estimated $3.6 million in annual payroll in May 2025 Ispire expects to also cut up

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

Ispire Technology Inc. Reports Financial Results for Fiscal Third Quarter 2025 Accounts Receivable Decreased from $67.7M to $60.4M Improving Company Financial Position Post-Quarter End, IKE Tech Filed PMTA with the FDA for its Age-Gating Joint Ventur

Exhibit 99.1 Ispire Technology Inc. Reports Financial Results for Fiscal Third Quarter 2025 Accounts Receivable Decreased from $67.7M to $60.4M Improving Company Financial Position Post-Quarter End, IKE Tech Filed PMTA with the FDA for its Age-Gating Joint Venture Component with IKE Launched SproutTM in Collaboration with Raw Garden, an Advanced All-In-One Cannabis Vapor Device Ensuring Purity and

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc. (Ex

Master Loan and Security Agreement dated February 10, 2025, by and among Ispire Technology Inc. and Avon River Ventures LLC.

Exhibit 10.1 MASTER LOAN AND SECURITY AGREEMENT (“MLSA”) Dated: As of February 10, 2025 Ispire Technology Inc. (“Borrower”) a Delaware Corporation With its address at 19700 Magellan Drive, Los Angeles, California 90502 and Avon River Ventures LLC (“Lender”) a Delaware Limited Liability Company with its address at 8 The Green, Suite 11895, Dover Delaware 19901 USA Up to a maximum of $20,000,000.00

Promissory Note dated February 10, 2025, between Ispire Technology Inc. and Avon River Ventures LLC.

Exhibit 10.2 Exhibit D: Promissory Note PROMISSORY NOTE Up to $20,000,000.00 Dated: February 10, 2025 FOR VALUE RECEIVED, the undersigned Ispire Technology Inc., a Delaware corporation (the “Borrower”), with its principal place of business located at 19700 Magellan Drive, Los Angeles, California 90502, hereby promises to pay to the order of Avon River Ventures LLC, a Delaware Corporation limited l

Master Consulting Agreement dated February 10, 2025, by and among Ispire Technology Inc. and Avon River Ventures LLC.

Exhibit 10.3 MASTER CONSULTING AGREEMENT Dated: As of February 10, 2025 Ispire Technology Inc. (“Client”, “Company”) a Delaware Corporation With its address at 19700 Magellan Drive, Los Angeles, California 90502 and Avon River Ventures LLC (“Avon”, “Consultant”) a Delaware Limited Liability Company with its address at 8 The Green, Suite 11895, Dover Delaware 19901 USA First Allocation of $1,344,36

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of (Commission file number)

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of (Commission file number)

Letter from CBIZ CPAs P.C. dated February 21, 2025.

Exhibit 16.1 February 21, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Ispire Technology Inc. under Item 4.01 of its Form 8-K dated February 18, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Ispire Technology Inc. co

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of (Commission file number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2024 Ispire Technolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organiza

Ispire Technology Inc. Reports Financial Results for Fiscal Second Quarter 2025 Gross Profit Increased 23.5% from the Previous Year to $7.7 million Gross Margins Increased to 18.5%, up from 15.0% the Previous Year Revenue Increased 0.3% Year-Over-Yea

Exhibit 99.1 Ispire Technology Inc. Reports Financial Results for Fiscal Second Quarter 2025 Gross Profit Increased 23.5% from the Previous Year to $7.7 million Gross Margins Increased to 18.5%, up from 15.0% the Previous Year Revenue Increased 0.3% Year-Over-Year to $41.8 Million LOS ANGELES, February 10, 2025 – Ispire Technology Inc. (NASDAQ: ISPR) (“Ispire,” the “Company,” “we,” “us,” or “our”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc.

Ispire Technology Inc. Announces Stock Repurchase Program

Exhibit 99.1 Ispire Technology Inc. Announces Stock Repurchase Program Los Angeles, January 22, 2025 – Ispire Technology Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR), an innovator in vaping technology and precision dosing, today announced that its Board of Directors has approved a stock repurchase program authorizing Ispire to repurchase up to $10 million of its common stock over the next 24 mo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2025 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organizat

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of (Commission file number)

Letter from Marcum LLP dated December 19, 2024

Exhibit 16.1 December 19, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Ispire Technology Inc. under Item 4.01 of its Form 8-K dated December 16, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Ispire Technology Inc. co

IKE Tech LLC and Ispire Technology Inc. Announce Positive Pre-PMTA Submission Meeting with the FDA Seeks Authorization for Pioneering Point-of-Use Identity and Age Verification Technology to Reduce Youth Access and Expand the Adult Market for Reduced

Exhibit 99.1 IKE Tech LLC and Ispire Technology Inc. Announce Positive Pre-PMTA Submission Meeting with the FDA Seeks Authorization for Pioneering Point-of-Use Identity and Age Verification Technology to Reduce Youth Access and Expand the Adult Market for Reduced-Risk Vapor Products LOS ANGELES (Nov. 18, 2024) – Ispire Technology Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR), a trailblazer in va

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 Ispire Technolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organiza

As filed with the Securities and Exchange Commission on November 15, 2024

As filed with the Securities and Exchange Commission on November 15, 2024 Registration Statement No.

1

Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Michael Wang, Co-Chief Executive Officer James McCormick, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Bo Pei, US Tiger Securities, Inc. P R E S E N T A T I O N Male Speaker Hello everyone and welcome to today's conference call to discuss Ispire's financial results for the fiscal first of 2025 ended September 30,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc.

Ispire Technology Inc. Reports Financial Results for Fiscal First Quarter 2025 Gross Profit Increased 13.2% Year-Over-Year to $7.7 Million Gross Margins increased to 19.5%, up from 16.0% in Fiscal Q1 2024 Expanded Global Reach through 5-Year Master D

Exhibit 99.1 Ispire Technology Inc. Reports Financial Results for Fiscal First Quarter 2025 Gross Profit Increased 13.2% Year-Over-Year to $7.7 Million Gross Margins increased to 19.5%, up from 16.0% in Fiscal Q1 2024 Expanded Global Reach through 5-Year Master Distributor Agreement with ANDS for MENA and Global Duty-Free Markets LOS ANGELES, November 11, 2024 – Ispire Technology Inc. (NASDAQ: ISP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 Ispire Technolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organiza

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the SEC on September 27, 2024).

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF ISPIRE TECHNOLOGY INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Ispire Technology Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation, as may be amended from time to time (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, bot

Insider Trading Policy

Exhibit 19.1 As amended and restated on August 27, 2024 ISPIRE TECHNOLOGY INC. Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities APPLICABILITY OF POLICY This Policy applies to all transactions in the Company’s securities, including common stock, options and warrants to purchase common stock and any other securities the Company may issue from time to t

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97.1 ISPIRE TECHNOLOGY INC. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 28, 2023 The Board of Directors (the “Board”) of Ispire Technology Inc. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in an

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries Subsidiary Place of Organization Ownership Aspire North America LLC California Wholly-owned by Registrant Ispire International Limited British Virgin Islands Wholly-owned by Registrant Aspire Science and Technology Limited Hong Kong Wholly-owned by Ispire International Limited Ispire Global Products LLC Delaware Wholly-owned by Registrant Ispire Malaysia Sdn Bdh Malaysia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc. (Exact name

Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following is a summary of information concerning capital stock of Ispire Technology Inc. (“us,” “our,” “we” or the “Company”) and certain provisions of our certificate of incorporation, as amended and restated, and amended and restated bylaws currently in effect. This summary does not purport to be complete and is qualified in its entirety by the provis

Ispire Technology Inc. Reports Financial Results for the Fiscal Year 2024 Record Revenue Year with Revenue Increasing 31.4% Year-Over-Year to $151.9 Million Gross Profit Increased 43.3% Year-Over-Year to $29.8 Million Submitted PMTA Application in Se

Exhibit 99.1 Ispire Technology Inc. Reports Financial Results for the Fiscal Year 2024 Record Revenue Year with Revenue Increasing 31.4% Year-Over-Year to $151.9 Million Gross Profit Increased 43.3% Year-Over-Year to $29.8 Million Submitted PMTA Application in September 2024 Planning to Re-enter US ENDS Market LOS ANGELES, September 26, 2024 – Ispire Technology Inc. (NASDAQ: ISPR) (“Ispire,” the “

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organiz

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Schedule 14C filed with the SEC on August 29, 2024).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commis

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 July 25, 2024 VIA EDGAR Erin Donahue Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Ispire Technology Inc. Registration Statement on Form S-3 Filed July 17, 2024 File No. 333-280856 Dear Erin Donahue: Pursuant to Rule 461 under the Secu

Form of Indenture*

Exhibit 4.5 ISPIRE TECHNOLOGY INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.01 Issuable in Serie

As filed with the Securities and Exchange Commission on July 17, 2024

As filed with the Securities and Exchange Commission on July 17, 2024 Registration No.

Calculation of Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ispire Technology Inc.

ISPR / Ispire Technology Inc. / Liu Tuanfang - SCHEDULE 13G Passive Investment

SC 13G 1 ea0209320-13gliuispire.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ISPIRE TECHNOLOGY INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46501C100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

JOINT FILING AGREEMENT

EX-99.1 2 ea020932001ex99-1ispire.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $0.0001 par value per share, of

Employment agreement dated June 25, 2024, by and between the Company and Steven Przybyla (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2024).

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Ispire Technology Inc. (the “Company”) located at 19700 Magellan Drive, Los Angeles, California 90502, and Mr. Steven Paul Przybyla (“Executive”) (each a “Party” and collectively the “Parties”) effective as of the 25th day of June 2024 (“Effective Date”). WHERE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization

Employment agreement dated June 25, 2024, by and between the Company and Tirdad Rouhani (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2024).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Ispire Technology Inc. (the “Company”) located at 19700 Magellan Drive, Los Angeles, California 90502, and Mr. Tirdad Rouhani (“Executive”) (each a “Party” and collectively the “Parties”) effective as of the 25th of June 2024 (“Effective Date”). WHEREAS, the Co

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization)

M anagement Presentation September 2023 Ispire Technology Inc. Ispire Technology, Inc. (NASDAQ: ISPR) Investor Presentation May 2024 Page 1 Source: US Tiger research This presentation (this "Presentation") has been prepared by Ispire Technology Inc .

Exhibit 99.1 M anagement Presentation September 2023 Ispire Technology Inc. Ispire Technology, Inc. (NASDAQ: ISPR) Investor Presentation May 2024 Page 1 Source: US Tiger research This presentation (this "Presentation") has been prepared by Ispire Technology Inc . (the "Company") and is being presented in reliance on your representation that you are a qualified institutional buyer or an institution

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Ispire Technology In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization)

Ispire Technology Inc. Names Jim McCormick as CFO; Upgrades Global Executive Leadership to Drive Company’s Expansion

Exhibit 99.1 Ispire Technology Inc. Names Jim McCormick as CFO; Upgrades Global Executive Leadership to Drive Company’s Expansion LOS ANGELES, May 20, 2024 – Ispire Technology Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR), a leader in the development and commercialization of vaping technology and precision dosing, announced that Jim McCormick has been appointed Chief Financial Officer. The Compa

Ispire Technology Inc. Reports Fiscal Third Quarter 2024 Financial Results Total Revenue Increased 24% year-over-year to $30.0 Million Gross Profit Increased 35% year-over-year to $6.1 Million North American Cannabis Vaping Hardware Revenue Increased

Exhibit 99.1 Ispire Technology Inc. Reports Fiscal Third Quarter 2024 Financial Results Total Revenue Increased 24% year-over-year to $30.0 Million Gross Profit Increased 35% year-over-year to $6.1 Million North American Cannabis Vaping Hardware Revenue Increased 57% year-over-year to $11.9 Million Closed $12.3 million public offering LOS ANGELES, May 14, 2024 – Ispire Technology Inc. (NASDAQ: ISP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Ispire Technology In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization)

Form of Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc. (Ex

Capital Contribution, Subscription, and Joint Venture Agreement by and between Aspire North America LLC, Ispire Technology Inc., Chemular Inc., Touch Point Worldwide, Inc. d/b/a Berify, and Ike Tech LLC, dated as of April 5, 2024.

Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*] INDICATES THAT INFORMATION HAS BEEN REDACTED. CAPITAL CONTRIBUTION, SUBSCRIPTION, AND JOINT VENTURE AGREEMENT By and Among Chemular Inc., Touch Point Worldwide, Inc. d/b/a Berify, Aspire North America LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 93-1869878 (State or other jurisdiction of incorporation or organization

Financial Statements and Exhibits, Other Events, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 93-1869878 (State or other jurisdiction of incorporation or organizatio

Ispire Technology Announces Closing of $12.3 Million Public Offering

Exhibit 99.2 Ispire Technology Announces Closing of $12.3 Million Public Offering LOS ANGELES, March 26, 2024 – Ispire Technology Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR), a leader in the research and development, design, commercialization, sales, marketing and distribution of branded e-cigarettes and cannabis vaping products, today announced the closing of a public offering of 2,050,000 sh

Ispire Technology Announces Pricing of $12.3 Million Public Offering

Exhibit 99.1 Ispire Technology Announces Pricing of $12.3 Million Public Offering LOS ANGELES, March 22, 2024 – Ispire Technology Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR), a leader in the research and development, design, commercialization, sales, marketing and distribution of branded e-cigarettes and cannabis vaping products, today announced the pricing of a public offering of 2,050,000 sh

ISPIRE TECHNOLOGY INC. 2,050,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-276804 PROSPECTUS ISPIRE TECHNOLOGY INC. 2,050,000 Shares of Common Stock We are offering 2,050,000 shares of our common stock, par value $0.0001 per share (“common stock”), at a public offering price of $6.00 per share. We have engaged Roth Capital Partners, LLC and TFI Securities and Futures Limited, or the placement agents, to act as our exc

As filed with the U.S. Securities and Exchange Commission on March 25, 2024.

As filed with the U.S. Securities and Exchange Commission on March 25, 2024. Registration No. 333-276804 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ISPIRE TECHNOLOGY INC. (Exact name of registrant as specified in its charter) Delaware 2111 93-1869878 (State or other juris

Form of Securities Purchase Agreement

Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Ispire Technology Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 March 19, 2024

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 March 19, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Ispire Technology Inc. Registration Statement on Form S-1/A File No. 333-276804 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended,

[Signature Page Follows]

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 TFI Securities and Futures Limited 16/F, Two Pacific Place 88 Queensway Admiralty, Hong Kong March 19, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Form of Placement Agency Agreement.

Exhibit 1.1 FORM OF PLACEMENT AGENCY AGREEMENT [], 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 TFI Securities and Futures Limited 16/F, Two Pacific Place 88 Queensway Admiralty, Hong Kong Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Ispire Technology Inc., a Delaware corporation (the “Company”), her

As filed with the U.S. Securities and Exchange Commission on March 18, 2024.

As filed with the U.S. Securities and Exchange Commission on March 18, 2024. Registration No. 333-276804 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ISPIRE TECHNOLOGY INC. (Exact name of registrant as specified in its charter) Delaware 2111 93-1869878 (State or other jurisdiction of inco

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 Ispire Technology Inc. Table 1. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $

Form of Securities Purchase Agreement

Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Ispire Technology Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc.

Ispire Technology Inc. Reports Financial Results for the Fiscal Second Quarter 2024 Total Revenue Increased 30.7% to $41.7 Million Gross Profit Increased 24.1% to $6.4 Million North American Cannabis Vaping Hardware Revenue Increased 149% to $19.5 Mi

Exhibit 99.1 Ispire Technology Inc. Reports Financial Results for the Fiscal Second Quarter 2024 Total Revenue Increased 30.7% to $41.7 Million Gross Profit Increased 24.1% to $6.4 Million North American Cannabis Vaping Hardware Revenue Increased 149% to $19.5 Million Los Angeles, Calif. February 20, 2024 - Ispire Technology Inc. (“Ispire” or “the Company”) (NASDAQ: ISPR), a leader in vapor techno

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 93-1869878 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 February 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Ispire Technology Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-276804 Withdrawal of Acceleration Request Ladies and Gentlemen: R

[Signature Page Follows]

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 China Renaissance Securities (Hong Kong) Limited Units 8107-08, International Commerce Centre No.

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 February 7, 2024

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 February 7, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Ispire Technology Inc. Registration Statement on Form S-1 File No. 333-276804 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended,

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 February 5, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Ispire Technology Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-276804 Withdrawal of Acceleration Request Ladies and Gentlemen: R

Form of Placement Agency Agreement.

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 China Renaissance Securities (Hong Kong) Limited Units 8107-08, International Commerce Centre No.1 Austin Road West, Kowloon Hong Kong TFI Securities and Futures Limited 11/F, Nexxus Building 41 Connaught Road Central, Hong Kong Prime Number Capital, LLC 12 E. 49th S

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 Ispire Technology Inc. Table 1. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 February 1, 2024

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 February 1, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Ispire Technology Inc. Registration Statement on Form S-1 File No. 333-276804 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended,

[Signature Page Follows]

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 China Renaissance Securities (Hong Kong) Limited Units 8107-08, International Commerce Centre No.

As filed with the U.S. Securities and Exchange Commission on February 1, 2024.

As filed with the U.S. Securities and Exchange Commission on February 1, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ISPIRE TECHNOLOGY INC. (Exact name of registrant as specified in its charter) Delaware 2111 93-1869878 (State or other jurisdiction of incorporation or organizati

Form of Securities Purchase Agreement

Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Ispire Technology Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 93-1869878 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Ispire Technolog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 93-1869878 (State or other jurisdiction of incorporation or organizat

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 93-1869878 (State or other jurisdiction of incorporation or organiza

Letter form MSPC Certified Public Accountants and Advisors, P.C., dated December 13, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2023).

Exhibit 16.1 U.S. Securities and Exchange Commission 100 F Street NE Washington DC 20549-7561 Commissioners: We have read Form 8-K of Ispire Technology Inc. (“Ispire” or “the Company”) dated December 13, 2023, and agree with the contents contained therein. Very truly yours, MSPC Certified Public Accountants and Advisors, A Professional Corporation New York, New York December 13, 2023

As confidentially submitted to the U.S. Securities and Exchange Commission on November 27, 2023. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contain

As confidentially submitted to the U.S. Securities and Exchange Commission on November 27, 2023. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc.

Ispire Technology Inc. Reports Financial Results for the Fiscal First Quarter 2024 Overall Revenue Increased 59.1% to $42.9 Million; Gross Profit Increased 43.7% to $6.9 Million. Revenue from cannabis vaping products up 116.8% to $17.3 Million Revenu

Exhibit 99.1 Ispire Technology Inc. Reports Financial Results for the Fiscal First Quarter 2024 Overall Revenue Increased 59.1% to $42.9 Million; Gross Profit Increased 43.7% to $6.9 Million. Revenue from cannabis vaping products up 116.8% to $17.3 Million Revenue from tobacco vaping products up 34.8% to $25.5 Million. Los Angeles, Calif. November 14, 2023 – Ispire Technology Inc. (“Ispire” or “th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Ispire Technolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 93-1869878 (State or other jurisdiction of incorporation or organiza

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 October 19, 2023

ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 October 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Ispire Technology Inc. Registration Statement on Form S-1 File No. 333-273904 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended,

As filed with the Securities and Exchange Commission on October 18, 2023.

As filed with the Securities and Exchange Commission on October 18, 2023. Registration No. 333-273904 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111 84-5106049 (State or other jurisdiction of incorporation or orga

Calculation of Filing Fee Table2

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Ispire Technology Inc.

Form of independent director agreement dated September 29, 2023 with John Fargis (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 (No. 333-273904) filed with the SEC on October 11, 2023)

Exhibit 10.7 ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 September 29, 2023 John Fargis [email protected] Re: Independent Director Agreement Dear Mr. Fargis: Ispire Technology Inc., a Delaware corporation (the “Company”), is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”). We believe that your experience qualifies you to be an ind

Independent director agreement dated September 29, 2023 with Christopher Robert Burch (incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1 (No. 333-273904) filed with the SEC on October 11, 2023)

Exhibit 10.12 ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 September 29, 2023 Christopher Robert Burch [email protected] Re: Independent Director Agreement Dear Mr. Burch: Ispire Technology Inc., a Delaware corporation (the “Company”), is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”). We believe that your experience qualifies you

As filed with the Securities and Exchange Commission on October 10, 2023.

As filed with the Securities and Exchange Commission on October 10, 2023. Registration No. 333-273904 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111 84-5106049 (State or other jurisdiction of incorporation or orga

Independent director agreement dated September 29, 2023 with Brent Cox (incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1 (No. 333-273904) filed with the SEC on October 11, 2023)

Exhibit 10.6 ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 September 29, 2023 Brent Cox Re: Independent Director Agreement Dear Mr. Cox: Ispire Technology Inc., a Delaware corporation (the “Company”), is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”). We believe that your experience qualifies you to be an independent director of th

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 (September 22, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of inc

Ispire Technology, Inc. (NASDAQ: ISPR) Management Presentation September 2023 This presentation (this “Presentation”) has been prepared by Ispire Technology Inc . (the “Company”) solely for informational purposes . The information included herein in

Exhibit 99.1 Ispire Technology, Inc. (NASDAQ: ISPR) Management Presentation September 2023 This presentation (this “Presentation”) has been prepared by Ispire Technology Inc . (the “Company”) solely for informational purposes . The information included herein in this Presentation has not been independently verified . No representations, warranties or undertakings, express or implied, are made by t

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc. (Exact name

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 (September 12, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other

September 18, 2023

Exhibit 99.1 September 18, 2023 U.S. Securities and Exchange Commission 100 F St NE Washington DC 20549 Ladies and Gentlemen: We have read the statements by Ispire Technology Inc. in the Form 8-K it filed on September 15, 2023 regarding non-reliance on its March 31, 2023 unaudited interim financial statements and are in agreement with such statements. Very truly yours, MSPC Certified Public Accoun

Ispire Technology Inc. Reports Financial Results for the Fiscal Full Year 2023 Revenue from cannabis vaping products was up 100.4% to $40 Million. Revenue from tobacco vaping products was up 10.9% to $75.6 Million. Overall Revenue Increased 31.2% to

Exhibit 99.1 Ispire Technology Inc. Reports Financial Results for the Fiscal Full Year 2023 Revenue from cannabis vaping products was up 100.4% to $40 Million. Revenue from tobacco vaping products was up 10.9% to $75.6 Million. Overall Revenue Increased 31.2% to $115.6 Million Issues Fiscal Year 2024 Outlook for Cannabis Vaping Products, Representing a Potential Growth between 100% and 125%, Outlo

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 (September 18, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of inc

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 (September 12, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of inc

Ispire Technology Inc.’s Michael Wang and Daniel Machock to Present at H.C. Wainwright 25th Annual Global Investment Conference

Exhibit 99.1 Ispire Technology Inc.’s Michael Wang and Daniel Machock to Present at H.C. Wainwright 25th Annual Global Investment Conference New York, NY – September 11, 2023 – Ispire Technology Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR), a leader in vapor technology, is pleased to announce that Co-Chief Executive Michael Wang and Chief Financial Officer Daniel Machock will be in attendance a

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organiz

M anagement Presentation September 2023 Ispire Technology Inc. (NASDAQ : ISPR) Disclaimer 1 Source: US Tiger research This presentation (this “Presentation”) has been prepared by Ispire Technology Inc . (the “Company”) solely for informational purpos

Exhibit 99.2 M anagement Presentation September 2023 Ispire Technology Inc. (NASDAQ : ISPR) Disclaimer 1 Source: US Tiger research This presentation (this “Presentation”) has been prepared by Ispire Technology Inc . (the “Company”) solely for informational purposes . The information included herein in this Presentation has not been independently verified . No representations, warranties or underta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2023 (September 8, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incor

As filed with the Securities and Exchange Commission on August 10, 2023.

As filed with the Securities and Exchange Commission on August 10, 2023. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111 84-5106049 (State or other jurisdiction of incorporation or organization) (Primary Standar

Calculation of Filing Fee Table1

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Ispire Technology Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 (August 3, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporati

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ISPIRE TECHNOLOGY INC.

As filed with the Securities and Exchange Commission on July 26, 2023

As filed with the Securities and Exchange Commission on July 26, 2023 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 (July 1, 2023) Ispir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 (July 1, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation o

Form of Subscription Agreement dated June 26, 2023 between the Company and the Purchasers in the Private Placement (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (No. 001-41680) filed with the SEC on June 27, 2023)

Exhibit 10.1 CONFIDENTIAL SUBSCRIPTION AGREEMENT June 26, 2023 Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 Attn: Michael Wang, CFO Ladies and Gentlemen: Ispire Technology Inc. (“Ispire” or the “Company”) is offering to sell shares of its common stock, par value $0.0001 per share (the “Shares of Common Stock”) in a private placement conducted by the Company (the “Offering”) pu

Ispire Technology Inc. Raises Approximately $8 Million in Private Placement of Common Stock to Support Long-Term Growth Strategy

Exhibit 99.1 Ispire Technology Inc. Raises Approximately $8 Million in Private Placement of Common Stock to Support Long-Term Growth Strategy Los Angeles, Calif. June 26, 2023 - Ispire Technology Inc. (“Ispire” or “the Company”) (NASDAQ: ISPR), a leader in vapor technology, providing high-quality, innovative products with first-class performance, announced today that it has raised gross proceeds o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 (June 26, 2023) Isp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 (June 26, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation

Ispire Technology Inc. Reports Financial Results for the Third Quarter 2023 Revenue Increased 26.9% to $24.1 Million; Gross Profit Increased 51.9% to $4.5 Million; Net Loss of $3.3 Million for the Quarter, up from a $1.0 Million Net Loss in the Third

Exhibit 99.1 Ispire Technology Inc. Reports Financial Results for the Third Quarter 2023 Revenue Increased 26.9% to $24.1 Million; Gross Profit Increased 51.9% to $4.5 Million; Net Loss of $3.3 Million for the Quarter, up from a $1.0 Million Net Loss in the Third Quarter 2022 Issues Fourth Quarter 2023 Outlook for Cannabis Vaping Products, Representing Growth of 58% to 98% Los Angeles, Calif. – Ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 Ispire Techn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation) (Commis

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41680 Ispire Technology Inc. (Ex

Underwriting Agreement between Ispire Technology Inc. and US Tiger Securities, Inc., acting as representative of the underwriters

Exhibit 1.1 2,700,000 Shares Ispire Technology Inc. Shares of Common Stock of Par Value US$0.0001 Per Share UNDERWRITING AGREEMENT April 3, 2023 US Tiger Securities, Inc. (“US Tiger”) 437 Madison Ave., 27th Floor New York, NY 10022 As the representative of the several Underwriters named in Schedule I hereto (the “Representative”) Ladies and Gentlemen: Ispire Technology Inc., a Delaware corporation

Ispire Technology Inc. Announces Pricing of Initial Public Offering

Exhibit 99.1 Ispire Technology Inc. Announces Pricing of Initial Public Offering Los Angeles, Calif. April 3, 2023 - Ispire Technology Inc. (“Ispire” or “the Company”), a leader for vapor technology, providing high-quality, innovative products with first-class performance, today announced that it has priced its initial public offering of 2,700,000 shares of its common stock offered at a price to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 (April 3, 2023) Isp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 (April 3, 2023) Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation

Ispire Technology Inc. Announces Closing of Initial Public Offering

Exhibit 99.2 Ispire Technology Inc. Announces Closing of Initial Public Offering Los Angeles, Calif. April 6, 2023 - Ispire Technology Inc. (“Ispire” or “the Company”) (NASDAQ: ISPR), a leader for vapor technology, providing high-quality, innovative products with first-class performance, today announced the closing of its initial public offering of 2,700,000 shares of common stock at the initial p

Representative’s Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the SEC on April 6, 2023)

Exhibit 4.1 Underwriter’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE DATE OF COMMENCEMENT OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT NO. 333-269470 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR H

2,700,000 Shares Ispire Technology Inc. Common Stock Offered by the Company 1,750,000 Shares of Common Stock Offered by Selling Stockholders

Filed pursuant to Rule 424(b)(1) Registration No. 333-269470 PROSPECTUS 2,700,000 Shares Ispire Technology Inc. Common Stock Offered by the Company 1,750,000 Shares of Common Stock Offered by Selling Stockholders This is the initial public offering of 2,700,000 shares of common stock on a firm commitment basis. Currently, no public market exists for our common stock. We intend to apply to have our

[Signature page follows]

US Tiger Securities, Inc. 437 Madison Ave., 27th Floor New York, New York 10022 March 31, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Stephany Yang Kevin Woody Patrick Fullem Jennifer Angelini Re: Ispire Technology Inc. Registration Statement on Form S-1 Filed January 31, 20

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 March 31, 2023 VIA EDGAR Patrick Fullem Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Ispire Technology Inc.. Registration Statement on Form S-1 Filed January 31, 2023, as amended File No. 333-269470 Dear Mr. Fullem: Pursuant to Rule 4

Form 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 84-5106049 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No

As filed with the Securities and Exchange Commission on March 30, 2023.

As filed with the Securities and Exchange Commission on March 30, 2023. Registration No. 333-269470 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111 84-5106049 (State or other jurisdiction of incorporation or organi

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 VIA EDGAR March 30, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: Ispire Technology Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed March 17, 2023 File No. 333-269470 Ladies and Gentlemen: Ispire Technology Inc. (the “Co

Form of underwriting agreement4

Exhibit 1.1 3,000,000 Shares Ispire Technology Inc. Shares of Common Stock of Par Value US$0.0001 Per Share UNDERWRITING AGREEMENT March [●], 2023 US Tiger Securities, Inc. (“US Tiger”) 437 Madison Ave., 27th Floor New York, NY 10022 As the representative of the several Underwriters named in Schedule I hereto (the “Representative”) Ladies and Gentlemen: Ispire Technology Inc., a Delaware corporati

As filed with the Securities and Exchange Commission on March 16, 2023.

S-1/A 1 ea175359-s1a4ispiretech.htm AMENDMENT NO. 4 TO FORM S-1 As filed with the Securities and Exchange Commission on March 16, 2023. Registration No. 333-269470 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111 84

As filed with the Securities and Exchange Commission on March 3, 2023.

As filed with the Securities and Exchange Commission on March 3, 2023. Registration No. 333-269470 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111 84-5106049 (State or other jurisdiction of incorporation or organiz

As filed with the Securities and Exchange Commission on February 27, 2023.

As filed with the Securities and Exchange Commission on February 27, 2023. Registration No. 333-269470 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111 84-5106049 (State or other jurisdiction of incorporation or org

BY-LAWS ISPIRE TECHNOLOGY INC. ARTICLE I

EX-3.2 3 ea174208ex3-2ispiretech.htm BY-LAWS Exhibit 3.2 BY-LAWS OF ISPIRE TECHNOLOGY INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Ispire Technology Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation, as may be amended from time to time (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may

Form of independent director agreement with John Fargis5

Exhibit 10.7 ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502 February [ ], 2023 [Name] [Address] Re: Director Offer Letter Dear : Ispire Technology Inc., a Delaware corporation (the “Company”), is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”). We believe that your experience qualifies you to be an independent director of the Company

Consent of Han Kun Law Offices1

Exhibit 23.7 20/F, Kerry Plaza Tower 3, 1-1 Zhongxinsi Road, Futian District Shenzhen 518048, Guangdong, PRC Tel: +86 755 3680 6500 Fax: +86 755 3680 6599 Beijing · Shanghai · Shenzhen · Haikou · Wuhan · Hong Kong www.hankunlaw.com Feb 27, 2023 To: Ispire Technology Inc. (the “Company”) 19700 Magellan Drive Los Angeles, CA 90502 Dear Sirs or Madams: We understand that the Company has filed registr

Form of underwriter warrant1

EX-4.1 4 ea174208ex4-1ispiretech.htm FORM OF UNDERWRITER WARRANT Exhibit 4.1 Form of Underwriter’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF one hundred and eighty (180) DAYS FOLLOWING THE date of commencement of the offering PURSUANT TO THE REGISTRATION STATEMENT NO. 333-269470 AS FILED WITH THE SE

Form of underwriting agreement1

EX-1.1 2 ea174208ex1-1ispiretech.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 6,000,000 Shares Ispire Technology Inc. Shares of Common Stock of Par Value US$0.0001 Per Share UNDERWRITING AGREEMENT [●], 2023 US Tiger Securities, Inc. (“US Tiger”) 437 Madison Ave., 27th Floor New York, NY 10022 As the representative of the several Underwriters named in Schedule I hereto (the “Representative”) Ladi

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 VIA EDGAR February 27, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: Ispire Technology Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 16, 2023 File No. 333-269470 Ladies and Gentlemen: Ispire Technology Inc. (t

M anagement Roadshow Presentation January 2023 Ispire Technology Inc. February 2023 Disclaimer 1 Source: US Tiger research This presentation has been prepared by Ispire Technology Inc . (the “Company”) solely for informational purposes . The informat

ISSUER FREE WRITING PROSPECTUS Dated February 17, 2023 Filed Pursuant to Rule 433 Registration No.

Employment agreement dated January 31, 2023, between the Company and Tuanfang Liu1†

Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated, and effective, as of December , 2022 (the “Effective Date”), is by and between Ispire Technology Inc., a Delaware corporation (the “Company”), and Tuanfang Liu (“Executive”). Except where otherwise stated, capitalized terms used and not otherwise defined herein have the meanings given to them in Section 1 hereof

As filed with the Securities and Exchange Commission on February 15, 2023.

S-1/A 1 ea173534-s1a1ispiretech.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the Securities and Exchange Commission on February 15, 2023. Registration No. 333-269470 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111

Employment agreement dated January 31, 2023, between the Company and Michael Wang1†

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated, and effective, as of January 31, 2023 (the “Effective Date”), is by and between Ispire Technology Inc., a Delaware corporation (the “Company”), and Michael Wang (“Executive”). Except where otherwise stated, capitalized terms used and not otherwise defined herein have the meanings given to them in Section 1 hereo

ISPIRE TECHNOLOGY INC. ARTICLE I

Exhibit 3.2 BY-LAWS OF ISPIRE TECHNOLOGY INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Ispire Technology Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation, as may be amended from time to time (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, both within and without

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502

CORRESP 1 filename1.htm Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 VIA EDGAR February 15, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Stephany Yang Re: Ispire Technology Inc. Registration Statement on Form S-1 Filed: January 31, 2023 File No: 333-269470 Ladies and Gentlemen:

Filing Fee Table1

Exhibit 107 Calculation of Filing Fee Table Form S-1 Ispire Technology Inc. Table 1. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security (1) Proposed Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value

Intellectual Property License Agreement dated September 30, 2022, by and among Aspire Global Inc., Shenzhen Yi Jia, Tuanfang Liu, Aspire Science and Technology Limited and Ispire Technology Inc. (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (No. 333-269470) filed with the SEC on January 31, 2023)

Exhibit 10.2 INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (“Agreement”), dated this 30th day of September, 2022 (“Effective Date”), is by and Aspire Global Inc., a Cayman Islands exempted company (“Aspire”), Shenzhen Yi Jia, a company duly organized under the laws of China (“Shenzhen”) and Tuanfang Liu (“Liu”), an individual resident citizen of the People’s

As filed with the Securities and Exchange Commission on January 30, 2023.

As filed with the Securities and Exchange Commission on January 30, 2023. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware 2111 84-5106049 (State or other jurisdiction of incorporation or organization) (Primary Standa

Supply agreement dated January 27, 2023 by and between Aspire North America LLC and Shenzhen Yi Jia.1,#,

Exhibit 10.11 Redactions of Exhibits A and B reflect information that is both not material and the type of information that the registrant treats as private or confidential, and would likely cause competitive harm if publicly disclosed. SUPPLY AGREEMENT This supply agreement (“Agreement”) is entered into as of day of January, 2023 by and between Aspire North America LLC, a California limited liabi

By-laws (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 (No. 333-269470) filed with the SEC on January 31, 2023)

Exhibit 3.2 BY-LAWS OF ISPIRE TECHNOLOGY INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Ispire Technology Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation, as may be amended from time to time (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, both within and without

2022 Long-Term Incentive Plan1†

Exhibit 10.6 ISPIRE TECHNOLOGY INC. 2022 EQUITY INCENTIVE PLAN 1. Purpose. The purposes of this Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provide additional incentive to Employees and Consultants, and (c) to promote the success of the Company’s business, by providing Employees and Consultants with opportunities to acquire t

Subsidiaries of the Company1

Exhibit 21.1 Subsidiaries Subsidiary Place of Organization Ownership Aspire North America LLC California Wholly-owned by Registrant Ispire International Limited British Virgin Islands Wholly-owned by Registrant Aspire Science and Technology Limited Hong Kong Wholly-owned by Ispire International Limited

Certificate of Incorporation.1

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “ISPIRE TECHNOLOGY INC.”, FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF JUNE, A.D. 2022, AT 4:51 O’CLOCK P.M. 6854244 8100 SR# 20222707831 Authentication: 203665925 Date: 06-13-22 You may ver

Intellectual Property Transfer Agreement dated September 30, 2022, by and among Aspire Global Inc., Shenzhen Yi Jia, Tuanfang Liu, Aspire North America LLC and Ispire Technology Inc.1

Exhibit 10.1 INTELLECTUAL PROPERTY TRANSFER AGREEMENT This Intellectual Property Transfer Agreement (“Agreement”), dated this 30th day of September, 2022 (“Effective Date”), is by and among Aspire Global Inc., a Cayman Islands exempted company (“Aspire”), Shenzhen Yi Jia, a company duly organized under the laws of China (“Shenzhen”), Tuanfang Liu (“Liu”), an individual resident of the People’s Rep

Distributorship Agreement dated January 1, 2021, between Aspire Science and Technology Limited and Your-Buyer International Limited1

Exhibit 10.10

Supply agreement dated January 27, 2023 by and between Aspire Science and Technology Limited and Shenzhen Yi Jia1,#

Exhibit 10.12 Redactions of Exhibits A and B reflect information that is both not material and the type of information that the registrant treats as private or confidential, and would likely cause competitive harm if publicly disclosed. SUPPLY AGREEMENT This supply agreement (“Agreement”) is entered into as of 27th day of January, 2023 by and between Aspire Science and Technology Limited. a Hong K

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502

DRSLTR 1 filename1.htm Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 VIA EDGAR January 3, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Stephany Yang Re: Ispire Technology Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted November 29, 2022 CIK No. 00019484

As confidentially submitted to the Securities and Exchange Commission on January 3, 2023 pursuant to the Jumpstart Our Business Startups Act of 2012

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on January 3, 2023 pursuant to the Jumpstart Our Business Startups Act of 2012 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in

EX-10.10

EX-10.10 2 filename2.htm Exhibit 10.10

Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502

DRSLTR 1 filename1.htm Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 VIA EDGAR November 29, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Stephany Yang Re: Ispire Technology Inc. Draft Registration Statement on Form S-1 Submitted October 11, 2022 CIK No. 0001948455 Dear Ms. Yang:

As confidentially submitted to the Securities and Exchange Commission on November 29, 2022 pursuant to the Jumpstart Our Business Startups Act of 2012

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on November 29, 2022 pursuant to the Jumpstart Our Business Startups Act of 2012 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified i

Subsidiaries

Exhibit 21.1 Subsidiaries Subsidiary Place of Organization Ownership Aspire North America LLC California Wholly-owned by Registrant Ispire International Limited British Virgin Islands Wholly-owned by Registrant Aspire Science and Technology Limited Hong Kong Wholly-owned by Ispire International Limited

BY-LAWS ISPIRE TECHNOLOGY INC. ARTICLE I

EX-3.2 3 filename3.htm Exhibit 3.2 BY-LAWS OF ISPIRE TECHNOLOGY INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Ispire Technology Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation, as may be amended from time to time (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, b

INTELLECTUAL PROPERTY TRANSFER AGREEMENT

EX-10.1 4 filename4.htm Exhibit 10.1 INTELLECTUAL PROPERTY TRANSFER AGREEMENT This Intellectual Property Transfer Agreement (“Agreement”), dated this 30th day of September, 2022 (“Effective Date”), is by and among Aspire Global Inc., a Cayman Islands exempted company (“Aspire”), Shenzhen Yi Jia, a company duly organized under the laws of China (“Shenzhen”), Tuanfang Liu (“Liu”), an individual resi

As confidentially submitted to the Securities and Exchange Commission on October , 2022 pursuant to the Jumpstart Our Business Startups Act of 2012

DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on October , 2022 pursuant to the Jumpstart Our Business Startups Act of 2012 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ispire Technology Inc. (Exact name of Registrant as specified in its charter) Delaware

INTELLECTUAL PROPERTY LICENSE AGREEMENT

Exhibit 10.2 INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (“Agreement”), dated this 30th day of September, 2022 (“Effective Date”), is by and Aspire Global Inc., a Cayman Islands exempted company (“Aspire”), Shenzhen Yi Jia, a company duly organized under the laws of China (“Shenzhen”) and Tuanfang Liu (“Liu”), an individual resident citizen of the People’s

State of Delaware Secretary of State Division of Corporations Delivered 04:51 PM 06/13/2022 FILED 04:51 PM 06/13/2022 SR 20222707831 - File Number 6854244

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