What changed in this filing

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Item 4. Controls and Procedures

2023-11-14 compared with 2023-05-15 · 27 added, 37 removed, 24 unchanged (73% of the section changed)

2 unchanged sentences

and Procedures

Our management carried out

an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the

effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of

March 31, 2023, pursuant to Exchange Act Rule 13a-15(b).

Based upon that evaluation, our Principal Executive Officer and Principal Financial

Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023.

Under the supervision and

with the participation of our management, including our principal executive officer and principal financial officer, we carried out an

evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act.

Based on the foregoing, our principal executive officer and principal financial officer concluded that

our disclosure controls and procedures were not effective, due to the lack of controls needed to enable us to record assets acquired from

a controlling stockholder in accordance with GAAP.

Our failure to have such controls in place resulted in the need for us to restate our

unaudited financial statements for the three and nine months ended March 31, 2023.

As a result of the restatement, our net loss for the

nine months ended March 31, 2023 decreased from $6,057,776, or $0.12 per share (basic and diluted), to $4,512,513, or $0.09 per share

(basic and diluted), and our net loss for the three months ended March 31, 2023 decreased from $3,106,855, or $0.06 per share (basic and

diluted) to $2,334,223, or $0.05 pe share (basic and diluted).

The decrease in net loss reflects the elimination of amortization of the

intangible assets transferred from the controlling stockholder.

On the March 31, 2023 balance sheet, (i) intangible assets decreased from

$72,714,652 to nil.

(ii) capital contribution decreased from $74,259,915 to nil and (iii) stockholders’ equity decreased from $79,953,608

to $7,238,957.

Subsequent to June 30, 2023, we have appointed a new chief financial

officer and a vice president of finance to address material weaknesses in internal control as evidenced by our restatement of the unaudited

interim consolidated financial statements for the period ended March 31, 2023 as part of our program to develop and implement effective

internal controls over financial reporting.

Changes in Internal

Control over Financial Reporting

During the three months ended

March 31, 2023, we were privately owned and not subject to the internal control over financial reporting requirement of the Sarbanes Oxley

During the quarter ended March 31, 2023, we took steps to implement our procedures for internal control over financial reporting,

including establishing clear roles and responsibilities for finance and other related departments and implementing comprehensive financial

period-end closing procedures in order that, upon completion of our initial public offering, we have in place internal control of over

financial reporting in order that our consolidated financial statements, commencing with the three and nine months ended March 31, 2023,

and the related disclosure in the reports we file with the SEC comply with GAAP and the SEC reporting requirements.

We also took steps

to implement our plan to increase our accounting staff, provide regular training and engage a qualified independent consultant to review

our system of internal control over financial reporting.

During the three months ended September 30, 2023,

we appointed a new chief financial officer and a vice president of finance, as part of our program to develop and implement effective

internal controls over financial reporting, and we are continuing to develop and implement internal controls over financial reporting

particularly in view of the material weakness described above.

Inherent Limitations

17 unchanged sentences

PART II - OTHER INFORMATION

The following is a complete

list of exhibits filed as part of this Form 10-Q.

Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

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Inline XBRL Taxonomy Extension Presentation Linkbase Document*

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Pursuant to the requirements of Section 12 of

the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

ISPIRE TECHNOLOGY INC.

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financing and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures