President — Steven Przybyla: An existing executive (CLO) was promoted to President while retaining his previous role, indicating internal succession planning rather than a departure.

Co-Chief Executive Officer — Michael Wang: Michael Wang is no longer the Co-Chief Executive Officer of the Company.

Chief Financial Officer — Mr. James Patrick McCormick: The CFO's employment ended without any stated cause, and a new CFO was appointed.

Results of Operations and Financial Condition. On May 12, 2025, Ispire Technology Inc. (the “Company”) issued a press release regarding its financial results for the fiscal second quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for p…

President — Mr. Tirdad Rouhani: Mr. Tirdad Rouhani is no longer President or employed by the Company.

Changes in Registrant’s Certifying Accountant. On February 18, 2025, the Audit Committee of the Board of Directors of Ispire Technology Inc. (the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”), the Company’s independent registered public accounting firm, effective immediately, and approved the appointment of Marcum Asia CPAs LLP (“Marcum Asia”) as the Company’s independent registered public account firm for the fiscal year ending June 30, 2025, effective immediately. As of…

Entry into a Material Definitive Agreement. Master Loan and Security Agreement and Promissory Note On February 10, 2025 (the “Closing Date”), Ispire Technology Inc. (the “Company”) entered into a Master Loan and Security Agreement (the “MLSA”) with Avon River Ventures LLC (the “Lender” or “Avon”). Pursuant to the MLSA, the Company issued a secured promissory note (the “Promissory Note”) in the principal amount of up to $20 million and the Lender has agreed to provide, upon satisfaction or wai…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. The information contained in

Results of Operations and Financial Condition. On February 10, 2025, Ispire Technology Inc. (the “Company”) issued a press release regarding its financial results for the fiscal second quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “file…

Other Events  On January 20, 2025, the Board of Directors (the “Board”) of Ispire Technology Inc. (the “Company”) authorized and approved a share repurchase program for up to $10 million of the currently outstanding shares of the Company’s common stock over a period of 24 months (the “Repurchase Program”). Under the Repurchase Program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with app…

Changes in Registrant’s Certifying Accountant. Ispire Technology Inc. (the “Company”) was notified that on November 1, 2024 CBIZ CPAs P.C., previously known as Mayer Hoffman McCann P.C., purchased substantially all of the attest business assets of Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm. Substantially all of the partners and staff that provided attestation services with Marcum joined CBIZ CPAs P.C. Marcum resigned as auditors of the Company effective…

Results of Operations and Financial Condition. On November 11, 2024, Ispire Technology Inc. (the “Company”) issued a press release regarding its financial results for the fiscal first quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “file…

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Non-Reliance On Previously Issued Financial Statements Or A Related Audit Report Or Completed Interim Review. On September 12, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of Ispire Technology Inc. (the “Company”) determined, based on the recommendation of management, that the Company’s previously issued financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, and the Quarterly Report on Form 10-Q for the period…

President — Tirdad Rouhani: Mr. Tirdad Rouhani entered into an executive employment agreement as the Company’s President.

President — Tirdad Rouhani: Mr. Rouhani was promoted from Chief Operating Officer to President.

Chief Financial Officer — James Patrick McCormick: The company appointed James Patrick McCormick as the new Chief Financial Officer.

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On April 5, 2024 (the “Closing Date”), Aspire North America LLC, a Delaware limited liability company (“Aspire”) and wholly owned subsidiary of Ispire Technology Inc., a Delaware Corporation (“Ispire”, and together with Aspire, the “Company”) entered into a capital contribution, subscription, and joint venture agreement (the “JV Agreement”) with Chemular Inc., a Michigan corporation (“Chemular”), Touch Point Worldwide, Inc. d/b/a/ Berify, a Delaware…

Unregistered Sales of Equity Securities On April 5, 2024, in a private placement concurrent with the closing of the JV Agreement and pursuant to the Letter of Intent and Term Sheet previously disclosed in Ispire’s Current Report on Form 8-K filed with the SEC on February 1, 2024, Ispire issued a warrant to purchase 111,111 shares of its common stock, par value $0.0001 per share (the “Warrant”), to Berify. The Warrant has an exercise price of $9.00 per share, is exercisable immediately, and wi…

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Other Events. On January 31, 2024, Ispire Technology, Inc. (the “Company”) entered into a Letter of Intent and Term Sheet (the “Term Sheet”) with Touch Point Worldwide Inc. d/b/a Berify (“Berify,” and together with the Company, the “Parties”), a technology company specializing in linking physical products to the digital world, digital engagement, and brand protection. Under the terms of the Term Sheet, the Parties intend to create a new joint venture that is a Delaware limited liability compa…

Changes in Registrant’s Certifying Accountant. As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2023, Board of Directors (the “Board”) of Ispire Technology Inc. (the “Company”) received a formal notice that the Company’s independent auditor, MSPC Certified Public Accountants and Advisors, P.C. (“MSPC”), had made the decision to resign as independent registered public accounting firm of the Company, effective December 11…

Changes in Registrant’s Certifying Accountant. On December 11, 2023, Board of Directors (the “Board”) of Ispire Technology Inc. (the “Company”) received a formal notice that the Company’s independent auditor, MSPC Certified Public Accountants and Advisors, P.C. (“MSPC”), had made the decision to resign as independent registered public accounting firm of the Company, effective December 11, 2023. Neither the Company’s Board nor the Audit Committee of the Board took part in MSPC’s decision to re…

of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.