Form 8-K/A - Current report: [Amend]

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 jurisdiction of incorporation or organization)		(Commission file number)		(IRS Employer Identification No.)

19700 Magellan Drive

Los Angeles, CA 90502

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 742-9975

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ISPR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On September 15, 2023, Ispire Technology Inc. (the “Company”) filed a current report on Form 8-K to disclose that unaudited financial statements at December 31, 2022 and for the six months then ended and at March 31, 2023 and for the nine months then ended should not be relied upon (the “Original Filing”). In connection with the filing of the Original Filing, the Company requested its independent registered accounting firm, MSPC Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”), to furnish the Company with a letter addressed to the SEC stating whether MSPC agrees with the statements made by the Company in the Original Filing. The letter from MSPC is included as Exhibit 99.1 to this filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description
99.1		Letter dated September 18, 2023 from MSPC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ispire Technology Inc.

	By:	/s/ Michael Wang
		Name:	Michael Wang
		Title:	Co-Chief Executive Officer

Dated: 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 Accountants and Advisors,

A Professional Corporation

	www.mspc.cpa
An independent firm associated with	340 North Avenue, Cranford, NJ 07016-2496	908 272-7000
Moore Global Network Limited	546 5th Avenue, 6th Floor, New York, NY 10036-5000	212 682-1234

Cover	Sep. 12, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No 1 to Form 8-K
Document Period End Date	Sep. 12, 2023
Entity File Number	001-41680
Entity Registrant Name	Ispire Technology Inc.
Entity Central Index Key	0001948455
Entity Tax Identification Number	84-5106049
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	19700 Magellan Drive
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90502
City Area Code	310
Local Phone Number	742-9975
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ISPR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false