What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-09-27 compared with 2023-09-19 · 525 added, 604 removed, 421 unchanged (73% of the section changed)

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in the research and development, design, commercialization, sales, marketing and distribution of branded e-cigarettes and cannabis vaping

We sell our tobacco products worldwide except for the PRC, the United States, and Russia.

Our tobacco products are marketed

under the Aspire brand name and are sold primarily through our distribution network.

sell our cannabis vaping hardware only in the United States, and we have recently commenced marketing activities in Canada and Europe.

All of our products are v aping hardware.

Vaping refers to the practice of inhaling and exhaling the vapor produced by an electronic

vaping device, and includes dabbing, which is the recreational inhalation of extremely concentrated cannabinoids, typically tetrahydrocannabinol,

the main psychotropic cannabinoid derived from the marijuana plant.

Our cannabis products are marketed under the Ispire brand name, primarily

on an ODM basis to other cannabis vapor companies.

ODM generally involves the design and customization of core products to meet each brand’s

unique image and needs, and our products are sold by our customers under their own brand names although they may also include our brand

name on the products.

Our products use our BDC (bottom dual coil) coil

technology which uses bottom dual coils to provide much higher temperature and an expanded heating that achieves much greater flavor and

We sell our e-cigarette products worldwide except for the People’s Republic of China (the “PRC”), the United

States, and Russia.

sell our cannabis vaping hardware in the United States, Europe, Canada, and South Africa.

Vaping refers to the practice of inhaling and

exhaling the vapor produced by an electronic vaping device, and includes dabbing, which is the recreational inhalation of extremely concentrated

cannabinoids, typically tetrahydrocannabinol, the main psychotropic cannabinoid derived from the marijuana plant.

The market for cannabis/CBD

vaping continues to grow and is expected to reach $20.5 billion in 2031 according to Transparency Market Research.

Our management anticipates

that the increasing demand of legal cannabis products in the United States will coincide with higher levels of social acceptability for

these products among adult consumers.

As a result, we expect to see increasing demand for our cannabis vaping products in coming years.

products are marketed under the Ispire brand name, primarily on an original design manufacturer (“ODM”) basis to consumer-facing

cannabis vapor companies and third-party co-packers.

ODM generally involves the design and customization of core products to meet each

brand’s unique image and needs, and our products are sold by our customers under their own brand names although they may also include

our brand name on the products.

Some of our products use our

BDC (bottom dual coil) coil technology which uses bottom dual coils to provide much higher temperature and an expanded heating which we

believe achieves much greater flavor and vapor production than other available technologies.

We believe that the use of our dual-coil

technology enhances the flavor performance of e-liquid, and the hidden wick cotton with special designed wick holes can both extend the

tank e-liquid capacity and improve the speed of wicking to increase the coil life.

that our BVC (bottom vertical coil) coil represents a significant technological breakthrough for us in coil technology utilizing a vertical

heating wire surrounded by cotton.

This design can enable the coil heating to provide uniform temperature from the tank, together with

more efficient wicking.

This technology, which was originally introduced by Aspire Global in 2014, enables the coil to last longer while

still giving users what we believe is the purest and cleanest taste from e-liquids.

that our Cleito tank brings new and innovative technological advancement to the vaping industry.

The Cleito uses a revolutionary coil

design that replaces the standard chimney and, we believe, delivers maximized airflow.

This design frees up even more restriction in

the airflow by eliminating the need for a static chimney within the tank itself, which results in an expanded flavor profile and increased

vapor production.

We believe that the use of our dual-coil technology enhances the flavor performance of e-liquid, and the hidden wick

cotton with special designed wick holes can both extend the tank e-liquid capacity and improve the speed of wicking to increase the coil

Our BVC (bottom vertical coil) coil represents

a significant technological breakthrough for us in coil technology utilizing a vertical heating wire surrounded by cotton.

can enable the coil heating to provide uniform temperature from the tank, together with more efficient wicking.

This new technology, which

Aspire Global introduced in 2014, enables the coil to last longer while still giving users what we believe is the purest and cleanest

taste from e-liquids.

The BVC coils are still very popular for MTL (mouth to lung) vapors today.

Our Cleito tank brings new and innovative technological

advancement to the vaping industry.

The Cleito uses a revolutionary new coil design that replaces the standard chimney and, we believe,

delivers maximized airflow.

This design frees up even more restriction in the airflow by eliminating the need for a static chimney within

the tank itself, which results in an expanded flavor profile and increased vapor production.

Combined with a Clapton kanthal coil for

maximum flavor, the Cleito tank delivers a rush of intense flavor and huge vapor with a broad profile.

The simple top-fill design makes

filling very easy and use more convenient and enjoyable.

Our Ispire cannabis vapor products use our patented

DuCore™ (Dual Coil) technology for cannabis vaporizers.

This technology enables users to create massive plumes of vape without burning

the cannabis oil.

These products incorporate our patented dual coil technology for what we believe is best-in-class airflow and taste,

and our technology for eliminating the leakage of the oil from the unit, which overcomes a major disadvantage with many existing products.

In June 2023, we introduced our proprietary Ispire

ONE TM technology and products.

Ispire ONE TM is designed to eliminate capping issues in the manufacturing/co-packing

Combined with a Clapton kanthal coil for maximum flavor, the Cleito tank delivers a rush of intense flavor and huge

vapor with a broad profile.

The simple top-fill design makes filling the device very easy and more convenient and enjoyable to use.

cannabis vapor products use our patented DuCore™ (Dual Coil) technology for cannabis vaporizers.

This technology enables users to

create massive plumes of vape without burning the cannabis oil.

These products incorporate our patented dual coil technology for what

we believe is best-in-class airflow and taste, and our technology for eliminating the leakage of the oil from the unit, which overcomes

a major disadvantage with many existing products.

2023, we introduced our proprietary Ispire ONE™ technology and products.

Ispire ONE™ is designed to eliminate capping issues

in the manufacturing/co-packing process;

increase consistency and quality of the filled devices;

eliminate leaking, spitting, or overheating for cartridges, disposables,

and improve consumer safety, as the devices are sealed in a sterilized factory environment to eliminate risk of contamination

during filling process by Ispire’s customers.

Our products are manufactured and supplied by

Shenzhen Yi Jia, which is 95% owned by our co-chief executive officer and controlling stockholder, Tuanfang Liu.

We have taken steps toward

the development of manufacturing operations in California and are exploring Southeast Asia for potential locations for manufacturing operations.

We expect to receive our first fully automated assembly system and related equipment in our California facility in late January 2024.

We anticipate fine-tuning the system and completing the clean room where the system will be housed with initial production expected to

commence before first half of 2024.

Initially, our primary manufacturing operations will be assembling from components that we purchase

from other companies.

Although we expect that we will commence these assembly operations by first half of 2024, due to the nature of these

activities and the infrastructure required, we may encounter unexpected timing issues or operational challenges which could impact our

ability we cannot assure you that we will be able to meet this timetable or that we will be able to effectively and efficiently conduct

such operations.

We sell the Aspire brand of tobacco vaporizer

technology products in more than 30 countries through our global network of more than 150 distributors.

The primary markets for our tobacco

products are Europe and the Asia Pacific region, which does not include the PRC.

The following table sets forth our tobacco revenue

and percentage for tobacco products by region for the years ended June 30, 2022 and 2023 based on information provided to us by our distributors

(dollars in thousands).

eliminate leaking, spitting, or overheating

for cartridges, disposables, and PODs;

and improve consumer safety, as the devices are sealed in a sterilized factory environment to eliminate

risk of contamination during filling process by Ispire’s customers.

In addition, Ispire ONE™ offers a more streamlined approach

to cartridge filling versus conventional methods improving productivity and lowing production costs per unit.

of our products are manufactured and supplied by Shenzhen Yi Jia, which is 95% owned by our co-chief executive officer and controlling

stockholder, Tuanfang Liu.

We have taken steps toward the establishment and operation of our own manufacturing facilities.

5, 2024, we commenced manufacturing on two of the six lines in our approximately 31,000 square foot manufacturing facility in Malaysia.

This facility is operational, with its current manufacturing operations focused on the assembly of components that we purchase from other

Our Malaysian facility has received several ISO certifications, including ISO9001, ISO14001, ISO13485, and a GMP certification.

Because we have only recently commenced Malaysian assembly operations, we may encounter unexpected timing issues or operational and regulatory

challenges which could impact our ability to be fully operational on our expected time schedule.

Accordingly, we cannot assure you that

we will be able to effectively and efficiently operate our facilities, or profitably or efficiently manage variations in manufacturing

costs, capacity and demand planning issues, workforce and labor pricing, and local labor laws.

Any one of these items could negatively

impact the costs of production and thus our gross margins.

the Aspire brand of tobacco vaporizer technology products in more than 30 countries through our global network of more than 150 distributors.

The primary markets for our e-cigarette products are Europe and the Asia Pacific region, which does not include the PRC.

The following table sets out the breakdown of

our revenue and percentage by region for the years ended June 30, 2023 and 2024 based on information provided to us by our distributors

(dollars in thousands) and from the company’s sales.

Year Ended June 30,

North America (the U.S.

Asia Pacific (excluding PRC)

North America

For the years ended June 30, 2022 and 2023, our

revenues from cannabis products was approximately $20.0 million and $40.0 million, respectively, all of which was in the North American

All sales of cannabis products to date have been in the United States, although we have recently commenced marketing efforts in

Canada and Europe, primarily the European Union.

Acquisition of Our Business from a Related

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America and Aspire Science was transferred to us, and, at the time of the transfer, we had the same stockholders as Aspire Global.

Aspire North America commenced marketing cannabis

vaping products in mid-2020.

Aspire Science markets tobacco vaping products worldwide, except for the PRC and Russia.

Since Aspire North

America and Aspire Science were acquired from a related party for no consideration, our consolidated financial statements for the years

ended June 30, 2022 and 2023 include the assets and liabilities of these subsidiaries on the balance sheet dates at their historic costs

and the results of their operations and cash flows for the years then ended as if these subsidiaries were owned by us on July 1, 2020.

Aspire North America commenced marketing cannabis vaping products in

Aspire Science markets nicotine vaping products worldwide, except for the PRC and Russia.

Aspire Global is a related party.

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of both companies.

Zhu beneficially 61.3% and 4.6%, respectively, of our outstanding common stock and 66.5% and 5.9% of

Aspire Global’s ordinary shares.

Upon our formation we issued 50,000,000 shares of common stock to the stockholders of Aspire

Global in the same proportion as their stockholdings in Aspire Global.

We presently purchase our tobacco vaping and cannabis

vaping hardware from Shenzhen Yi Jia.

Pursuant to agreements dated January 27, 2023, between Aspire North America and Shenzhen Yi Jia

and between Aspire Science and Shenzhen Yi Jia, we purchase our cannabis and tobacco vaping products form Shenzhen Yi Jia at market prices,

provided that the price, delivery, warranty and other terms are no less favorable to us that the price, delivery, warranty and other terms

that are provided to any other customer of Shenzhen Yi Jia.

Zhu beneficially own 58.7% and 4.4%, respectively, of our outstanding common stock, par value $0.0001

per share (the “Common Stock”) and 66.5% and 5.9% of Aspire Global’s ordinary shares.

Upon our formation we issued 50,000,000

shares of Common Stock to the stockholders of Aspire Global in the same proportion as their stockholdings in Aspire Global.

We presently purchase the majority of our e-cigarette

and cannabis vaping hardware from Shenzhen Yi Jia.

Pursuant to agreements dated January 27, 2023, between Aspire North America and Shenzhen

Yi Jia and between Aspire Science and Shenzhen Yi Jia, we purchase our cannabis and tobacco vaping products form Shenzhen Yi Jia at market

prices, provided that the price, delivery, warranty and other terms are no less favorable to us than the price, delivery, warranty and

other terms that are provided to any other customer of Shenzhen Yi Jia.

Our intellectual property was developed primarily

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Shenzhen Yi Jia which relates to cannabis vaping products.

The patents, all of which are United States patents and patent applications,

have been transferred to Aspire North America.

The patents have been transferred to Aspire North America for nil consideration.

Pursuant to the Intellectual Property License

Agreement, Mr.

Liu, Aspire Global and Shenzhen Yi Jia granted Aspire Science a perpetual royalty free sole and exclusive right and license

to use and practice all of the Licensed Technology worldwide except for the PRC and Russia.

The Licensed Technology includes all patents,

know-how, know-how documentation and trademarks, whether now existing or hereafter developed or acquired by, or for, Mr.

Liu, Aspire Global

and/or Shenzhen Yi Jia that relate, directly or indirectly, to the tobacco vaping market.

Agreement (the “License Agreement”), Mr.

Liu, Aspire Global and Shenzhen Yi Jia granted Aspire Science a perpetual, royalty-free

sole license to use Licensed Technology worldwide, except for the PRC and Russia.

This license is for exclusive use of the Licensed Technology,

so no other parties may use or practice this intellectual property .

The Licensed Technology includes all patents, know-how, know-how

documentation and trademarks, whether now existing or hereafter developed or acquired by, or for, Mr.

Liu, Aspire Global and/or Shenzhen

Yi Jia that relate, directly or indirectly, to the e-cigarette market.

Pursuant to the License Agreement, neither Mr.

Liu, Aspire Global nor Shenzhen Yi Jia has any right to market or sell or grant distributors the right to market or sell tobacco vaping

products in the world other than in the PRC and Russia.

Effects of COVID-19 Pandemic

In December 2019, coronavirus disease 2019 (COVID-19)

was first reported to have surfaced in Wuhan, China.

During 2020, the disease spread to many parts of the world.

The epidemic has resulted

in quarantines, travel restrictions, and the temporary closure of stores and facilities in much of the world, most of which are no longer

The World Health Organization ended the global emergency status for COVID-19 on May 5, 2023, and the United States Department

of Health and Human Services declared that the public health emergency from COVID-19 expired at the end of the day on May 11, 2023.

The extent to which COVID-19 impacts our operations

on an ongoing basis is highly uncertain.

Since our products are presently manufactured in the PRC by a related party, any changes in the

outbreak in the PRC and any changes in the PRC government’s policy may affect our supplier’s operations which could affect

its ability to manufacture and deliver product in a timely manner.

Liu, Aspire Global

nor Shenzhen Yi Jia has any right to market or sell or grant distributors the right to market or sell tobacco vaping products in the world

other than in the PRC and Russia.

Matters Relating to PRC Laws

The majority of our operations are in United States.

We are mainly engaged in the research and development, design, commercialization, sales, marketing and distribution of branded e-cigarettes

and cannabis vaping products.

The sales of our tobacco products are conducted worldwide except for the PRC, the United States, and Russia.

Through our global distributor network of more than 150 distributors, we sell the Aspire brand of tobacco vaporizer technology products

in more than 30 countries and the main markets for such tobacco products are Europe and the Asia Pacific region, which does not include

We do not conduct business and we do not have any employees, assets or funds in mainland China.

Although most of our cash is

in Hong Kong banks, a significant portion of these funds is to be paid to related parties.

See “Certain Relationships and Related

Party Transactions.” Our operations are primarily in the United States.

Although Tuanfang Liu, our co-chief executive officer, lives

in mainland China, where Shenzhen Yi Jia is located, the services that he performs for us in his capacity as our co-chief executive officer

are performed primarily in Hong Kong and the United States.

Although most of our cash is in Hong Kong

banks, a significant portion of these funds is to be paid to related parties.

See “Certain Relationships and Related Party Transactions.”

Our operations are primarily in the United States.

Although Tuanfang Liu, our co-chief executive officer, lives in mainland China, where

Shenzhen Yi Jia is located, the services that he performs for us in his capacity as our co-chief executive officer are performed primarily

in Hong Kong and the United States.

In addition to serving as our co-chief executive officer, Mr.

Liu is chairman

of Shenzhen Yi Jia, and the services he provides in mainland China are performed in his capacity as chairman of Shenzhen Yi Jia.

Our employees

are largely in the United States, with 62 employees based in the United States and where our research and development activities are conducted,

and seven employees in Hong Kong.

Our facilities are located primarily in the United States, where we lease more than 41,221 square feet

of office, manufacturing and storage space and where our research and development activities are conducted, as compared with 1,850 square

feet of office space in Hong Kong.

We do not have any variable interest entities arrangements or any similar agreements.

As of the date

of this annual report, we do not believe we are subject to PRC Laws applicable to those Chinese companies established in mainland China,

based on advice from Han Kun Law Offices.

We have two operating subsidiaries established

in California and Hong Kong.

Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of

the Constitution of the PRC.

The Basic Law of the Hong Kong Special Administrative Region of the PRC (the “Basic Law”) was

adopted and promulgated on April 4, 1990 and became effective on July 1, 1997, when the PRC resumed the exercise of sovereignty over Hong

Pursuant to the Basic Law, Hong Kong is authorized by the National People’s Congress of the PRC to exercise a high degree

of autonomy and enjoy executive, legislative and independent judicial power, and the PRC laws and regulations shall not be applied to

Hong Kong, other than those relating to national defense, foreign affairs, and certain other matters that are not within the scope of

autonomy of Hong Kong.

While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also

expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong.

As a result, as of the date of this annual report, national laws of the PRC that would be applicable to us if we were a Chinese corporation

do not apply to our Hong Kong subsidiary.

However, there is no assurance that certain PRC laws and regulations, including existing laws

and regulations and those enacted or promulgated in the future, will not be applicable to our Hong Kong subsidiary due to change in the

current political arrangements between mainland China and Hong Kong or other unforeseeable reasons.

The application of such laws and regulations

may have a material adverse impact on us, as relevant PRC authorities may impose fines and penalties upon our Hong Kong subsidiary, delay

or restrict the repatriation of the proceeds from this offering into Hong Kong, and any failure of us to fully comply with such new regulatory

requirements may significantly limit or completely hinder our ability to offer or continue to offer our common stock, cause significant

disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition

and results of operations and cause our common stock to significantly decline in value or in extreme cases, become worthless.

Liu is chairman of Shenzhen Yi Jia,

and the services he provides in mainland China are performed in his capacity as chairman of Shenzhen Yi Jia.

Our employees are largely

in the United States, with 67 employees based in the United States and where our research and development activities are conducted, 37

in Malaysia, and 10 employees in Hong Kong.

Our facilities are located primarily in the United States, where we lease more than 41,221

square feet of office, manufacturing and storage space and where our research and development activities are conducted, as compared with

1,850 square feet of office space in Hong Kong.

We are also leasing approximately 31,000 square feet for our manufacturing facility in

We do not have any variable interest entities arrangements or any similar agreements in mainland China.

As of the date of this

Annual Report, we do not believe we are subject to PRC Laws applicable to those Chinese companies established in mainland China, based

on advice from Han Kun Law Offices.

We have two operating subsidiaries established in California and Hong

Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of the Constitution of the

The Basic Law of the Hong Kong Special Administrative Region of the PRC (the “Basic Law”) was adopted and promulgated

on April 4, 1990 and became effective on July 1, 1997, when the PRC resumed the exercise of sovereignty over Hong Kong.

Pursuant to the

Basic Law, Hong Kong is authorized by the National People’s Congress of the PRC to exercise a high degree of autonomy and enjoy

executive, legislative and independent judicial power, and the PRC laws and regulations shall not be applied to Hong Kong, other than

those relating to national defense, foreign affairs, and certain other matters that are not within the scope of autonomy of Hong Kong.

While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that

no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong.

As a result, as of the date

of this Annual Report, national laws of the PRC that would be applicable to us if we were a Chinese corporation do not apply to our Hong

Kong subsidiary.

However, there is no assurance that certain PRC laws and regulations, including existing laws and regulations and those

enacted or promulgated in the future, will not be applicable to our Hong Kong subsidiary due to change in the current political arrangements

between mainland China and Hong Kong or other unforeseeable reasons.

The application of such laws and regulations may have a material

adverse impact on us, as relevant PRC authorities may impose fines and penalties upon our Hong Kong subsidiary, delay or restrict the

repatriation of the proceeds from this offering into Hong Kong, and any failure of us to fully comply with such new regulatory requirements

may significantly limit or completely hinder our ability to offer or continue to offer our Common Stock, cause significant disruption

to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and

results of operations and cause our Common Stock to significantly decline in value or in extreme cases, become worthless.

Our Corporate Organization

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June 13, 2022.

Aspire North America, a California limited liability company was formed on February 22, 2020, and 100% of its ownership

Aspire North America, LLC, a California limited liability company, was formed on February 22, 2020, and 100% of its ownership

was transferred to Aspire Global on September 23, 2020, and was transferred by Aspire Global to Ispire Technology on July 29, 2022.

Science, a Hong Kong corporation, was formed on December 9, 2016 and 100% of its equity was transferred to us on July 29, 2022.

International was organized on July 6, 2022.

Science, a Hong Kong corporation, was formed on December 9, 2016, as a subsidiary of Aspire Global, and 100% of its equity was transferred

to our subsidiary, Ispire International, on July 29, 2022.

Ispire International was organized on July 6, 2022.

Ispire Malaysia Sdn Bhd

was formed by on our behalf by Tuanfang Liu, our Chairman and Co-Chief Executive Officer, under the laws of the Federation of Malaysia

on August 2, 2023, and assigned to us on September 22, 2023.

Aspire North America and Aspire Science are our operating companies.

If we establish manufacturing

operation in Southeast Asia, we expect to form an entity under local law to conduct such operations.

Our principal executive offices are located at

19700 Magellan Dr, Los Angeles, CA 90502.

Our telephone number is 310 742 9975.

Our principal website is www.ispiretechnology.com.

information contained on, or that can be accessed through, our website or any other website or any social media, is not a part of this

annual report.

The following chart shows our corporate structure.

14 unchanged sentences

We will continue to expand our technology leadership and invest in vaporizer and similar technology research and development.

products are designed for adult recreational use.

Our research and development activities will be oriented to focus on both medical and

recreational usages of cannabis products.

products are designed for adult use.

Our research and development activities will be oriented to focus on both medical and recreational

usages of cannabis products.

We recognize that industry trends can change rapidly.

We believe that our products must be at

the forefront of technology if we are going to develop our business.

The cannabis vaping business is in its early stages and we will seek

to develop a strong and leading position in this market.

This market is currently largely in the United States and we plan to be in the

forefront as other markets develop.

We believe that our products must be at the forefront

of technology if we are going to develop our business.

The cannabis vaping business is in its early stages and we will seek to develop

a strong and leading position in this market.

Currently, this market is largely in the United States and we plan to be at the forefront

as other markets develop.

Through our global sales network, we have a strong

understanding of all of the markets in which our products are sold.

We will use forum and community groups as a means to increase engagement

and collect feedback for future improvements in product research and development.

We will seek to introduce new products to meet customer

needs based on our assessment of the direction of the market.

We will use online forum and community groups as a means to increase

engagement and collect feedback for future improvements in product research and development.

We will seek to introduce new products to

meet customer needs based on our assessment of the direction of the market.

We will also pursue mergers and acquisitions and

1 unchanged sentence

We believe that we have a

strong management team adept at integrating such acquisitions and we believe that we are an attractive platform to potential acquirees.

We plan to develop manufacturing capabilities.

However, initially, and for at least a few years, our manufacturing operations will primarily involve the assembly of products from components

manufactured for us in accordance with our specifications.

We are currently seeking to identify a location for manufacturing facilities

in Southeast Asia.

We are expanding our OEM and ODM business.

generally means making and selling the products as we design them and putting customers’ logos on the products.

For OEM products,

cost is important to the customer.

ODM generally involves the design and customize the core products to meet each brand’s unique

image and needs.

For ODM, technology, performance and uniqueness are often more important, with cost generally being a secondary consideration.

Historically, for our tobacco products, we have focused on building and growing our own branded business, with OEM and ODM sales accounting

for a minor portion of our revenue.

OEM and ODM sales accounted for approximately $0.7 million and $4.5 million, or 1.0% and 6.0%, of

total revenue of tobacco products in the years ended June 30, 2022 and 2023, respectively.

As Aspire Global continued to innovate in the

last decade and the Aspire brand has become recognized as a leading innovator in the vaping industry, Aspire Science has been sought after

by other brands for OEM and ODM work.

We believe that OEM and ODM for our tobacco products will represent a key growth area for us in

In seeking to introduce new products, we will, at least initially, rely upon our chairman, Tuanfang Liu, who has been largely

responsible for the development of the technology underlying our tobacco and cannabis vaping products.

strong management team adept at integrating such acquisitions and that we are an attractive platform to potential acquirees.

We plan to develop further manufacturing capabilities.

However, currently, and for the foreseeable near term, our manufacturing operations will primarily involve the assembly of products from

components manufactured for us in accordance with our specifications.

We are expanding our cannabis and e-cigarette

Original Equipment Manufacturer (“OEM”) and Original Design Manufacturer (“ODM”) business.

OEM generally means

making and selling the products as we design them and putting customers’ logos on the products.

For OEM products, cost is important

to the customer.

ODM generally involves the design and customization of the core products to meet each brand’s unique image and

For ODM products, our customers often consider technology, performance and uniqueness more important than cost, which is often

a secondary consideration.

Historically, for our e-cigarette products, we have focused on building and growing our own branded business,

with OEM and ODM sales accounting for a minor portion of our revenue.

OEM and ODM sales accounted for approximately $4.5 million and $22.1

million, or 6.0% and 25.9%, of total revenue of e-cigarette products in the years ended June 30, 2023 and 2024, respectively.

Global continued to innovate in the last decade and the Aspire brand has become recognized as a leading innovator in the vaping industry,

Aspire Science has been sought after by other brands for OEM and ODM work.

We believe that OEM and ODM for our e-cigarette products will

represent a key growth area for us in the future.

In seeking to introduce new products, we will, at least initially, rely upon our chairman,

Tuanfang Liu, who has been largely responsible for the development of the technology underlying our e-cigarette and cannabis vaping products.

Sales of our cannabis products to date are largely

sales to cannabis brands on an ODM basis, and we anticipate that our cannabis sales will continue to be primarily ODM sales for the near

It is the responsibility of our customers, which are cannabis brands, to manufacture the cannabis oil and load the oil into our

vaping hardware product.

We also sell some hardware products to end users, but our sales are primarily to ODM users.

None of our products

include cannabis oil or hemp oil.

Tobacco Products

sales to cannabis brands on an ODM basis, and, while some hardware products are sold to end users, we anticipate that our cannabis product

sales will continue to be primarily ODM sales for the near future.

It is the responsibility of our customers, which are cannabis brands,

to manufacture the cannabis oil and load the oil into our vaping hardware product.

None of our products include cannabis oil or hemp oil.

E-Cigarette Products

We develop and sell both branded and, to a significantly

lesser extent, OEM and ODM tobacco vaping systems and components (cartridges and batteries) to meet the needs of adult users worldwide,

lesser extent, OEM and ODM nicotine vaping systems and components (cartridges and batteries) to meet the needs of adult users worldwide,

excluding the United States, the PRC and Russia.

Such battery-powered systems and components are commonly used in tobacco (e-liquid).

There are generally two types of vaping systems

– open system and closed system.

The term open system generally refers to vaping

devices consisting of tanks, which include heating coils, and mods, which include the battery packs.

Open system vaping devices allow

end consumers to refill the tanks with their own liquid by themselves.

With open systems, consumers have great flexibility in mixing different

coils, mods, and e-liquid to create a more personalized experience.

Our open system vaping devices are sold under our own brands, including

“Nautilus,” and “Zestquest.”

The term closed system generally refers to vaping

devices that consist of cartridges, which include a heating core (sometimes referred to as atomizers) and is filled with e-liquid, and

batteries, which power the cartridges.

The closed system vaping devices includes rechargeable closed system vaping devices and disposable

closed system vaping devices.

The cartridge can last from a few days to two weeks, depending upon the frequency of use.

We market a line

of closed systems.

Unlike the open system, the closed system includes the coils and liquid.

We believe that the market for closed systems

is increasing rapidly and it is becoming the dominant form of tobacco vaping.

Initially, all of our products were open systems.

The first closed system was introduced in 2018.

– open systems and closed systems.

Initially, all of our products were “open

system” vaping devices.

The term “open system” generally refers to vaping devices consisting of tanks, which include

heating coils, and battery mods, which include the battery packs.

Open system vaping devices allow end consumers to refill the tanks with

their own liquid by themselves.

With open systems, consumers have great flexibility in mixing different coils, mods, and e-liquid to create

a more personalized experience.

Our open system vaping devices are sold under our own brands, including “Nautilus,” and “Zestquest.”

In 2018, we introduced our first “closed

system” vaping device.

The term “closed system” generally refers to vaping devices that consist of cartridges, which

include a heating core (sometimes referred to as atomizers) and is filled with e-liquid, and batteries, which power the cartridges.

closed system vaping devices include rechargeable and disposable vaping devices.

A cartridge for a closed-system vaping device typically

can last from a few days to approximately two weeks, depending upon the frequency of use.

We market a line of closed systems through our

licensed brands under the brand names BRKFST and Hidden Hills Club.

We believe that the market for closed system vaping devices is increasing

rapidly and is becoming the dominant form of tobacco vaping.

Our vaping components include cartridges, lithium

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The cartridges of closed system vaping devices are consumable products that need to be frequently replaced.

Our products use our BDC (bottom dual coil) coil

technology which uses bottom dual coils to provide double temperature and expand the heating area and achieve double flavor and vapor

of our products use our BDC (bottom dual coil) coil technology which uses bottom dual coils to provide expanded heating area and achieve

double flavor and vapor production.

This technology allows for two separate oil tanks/cartridges to be integrated into one product/design.

Each of the cartridges

has its own heating coil that can be regulated separately to generate the desired heating temperatures independent of each other.

is beneficial to the consumers because one cartridge could be designed for terpenes (which has a very low evaporation temperature, typically

100-120 degree Fahrenheit), and the other can be for cannabis oil (which has a evaporating temperature in the range of 400-430 degree

Conventional cartridge design would have the terpenes and cannabis oil mixed together in one cartridge and be heated to a

single temperature that would typically burn the terpenes and yet under-heat the cannabis oil.

With the double flavor design, we can optimize

the heating temperature to evaporate both terpenes and cannabis oil without burning them.

We believe that the use of our dual-coil technology

enhances the flavor performance of e-liquid, and the hidden wick cotton with special designed wick holes can both extend the tank e-liquid

capacity and improve the speed of wicking to increase the coil life.

The only tobacco vaping product that we may now

sell in the United States under current regulations is the Nautilus Prime product line, which is an open system.

When the products on

the market primarily used plastic atomizers, we created Nautilus, with a high-end and attractive appearance.

It is the world’s first

tank using a stainless steel top and base hardware, a 5ml Pyrex glass tank, and long stainless steel drip tip, as well as our revolutionary

airflow control system.

This unique four-port adjustable airflow system allows the users to adjust the draw, warmth of vapor, and amount

of vapor produced with the lower ring with four settings according to their vaping needs.

This BVC coil can provide pure and intense flavor.

We believe that all of these features make the Nautilus a special atomizer and provide the best vaping experience possible at the moment.

The Nautilus Prime system is the only system that we may sell in the United States.

The Nautilus Prime is an enhancement of our original

Nautilus product, for which we do not have authorization to sell in the United States.

Because of low sales volume for the only product

that we may sell in the United States and the current regulations, in 2020, we ceased marketing tobacco vaping products in the United

Each of the cartridges has its own heating coil that can be regulated separately to generate the desired heating temperatures independently

of the other.

This is beneficial to the consumers because one cartridge could be designed for terpenes (which has a very low evaporation

temperature, typically 100-120 degrees Fahrenheit), and the other can be for cannabis oil (which has an evaporating temperature in the

range of 400-430 degrees Fahrenheit).

Conventional cartridge design would have the terpenes and cannabis oil mixed together in one cartridge

and be heated to a single temperature that would typically burn the terpenes and yet under-heat the cannabis oil.

With the double flavor

design, we can optimize the heating temperature to evaporate both terpenes and cannabis oil without burning them.

We believe that the

use of our dual-coil technology enhances the flavor performance of e-liquid, and the hidden wick cotton with specially designed wick

holes can both expand the tank e-liquid capacity and improve the speed of wicking to increase the coil life.

Our BVC (bottom vertical coil) coil represents

a big technological breakthrough for us in coil technology with a vertical heating wire surrounded by cotton.

This design can enable the

coil heating to provide uniform temperature from the tank, together with more efficient wicking.

This new technology, which Aspire Global

a major technological breakthrough for us in coil technology with a vertical heating wire surrounded by cotton.

This design can enable

the coil heating to provide uniform temperature to the tank, together with more efficient wicking.

This technology, which Aspire Global

introduced in 2014, enables the coil to last longer while still giving users what we believe is the purest and cleanest taste from e-liquids.

The BVC coils are still very popular for MTL (mouth to lung) vapors today.

We believe that our Cleito tank brings new and

innovative technological advancement to the vaping industry.

The Cleito uses a revolutionary new coil design that replaces the standard

chimney and, we believe, delivers maximized airflow.

This design frees up even more restriction in the airflow by eliminating the need

for a static chimney within the tank itself, which results in an expanded flavor profile and increased vapor production.

Combined with

a Clapton kanthal coil for maximum flavor, the Cleito tank delivers a rush of intense flavor and huge vapor with a broad profile.

simple top-fill design makes filling very easy use more convenient and more enjoyable.

We believe that our Cleito tank brings new and innovative technological

advancement to the vaping industry.

The Cleito uses a revolutionary new coil design that replaces the standard chimney and, we believe,

delivers maximized airflow.

This design frees up even more restriction in the airflow by eliminating the need for a static chimney within

the tank itself, which results in an expanded flavor profile and increased vapor production.

Combined with a Clapton kanthal coil for

maximum flavor, the Cleito tank delivers a rush of intense flavor and huge vapor with a broad flavor profile.

We believe the simple top-fill

design makes filling the device more convenient and more enjoyable when compared to other designs.

Cannabis Products

In December 2020, we introduced the Ispire line

of cannabis vaping products.

For the years ended June 30, 2022 and 2023, our sales of Ispire products were $20.0 million and $40.0 million,

respectively, all of which was in the United States, although we have commenced marketing efforts in Canada and Europe, primarily in the

European Union.

Our Ispire products use our patented Ducore™ (Dual Coil) technology for cannabis vaporizers.

Similar to the Nautilus

series, this technology enables users to create massive plumes of vape without burning the cannabis oil.

These products incorporate our

patented dual coil technology for what we believe is best-in-class airflow and taste, and our technology for eliminating the leakage of

the oil from the unit, which overcomes a major disadvantage with many existing products.

In addition to the base unit, we offer a range

of cartridges, mouthpieces and color options.

In our ODM services, we work with the customer to design the product that has the desired

All the products are made of stainless steel and the fluid housing is Pyrex glass.

We are not involved in cannabis or hemp

plant or oil business, and we do not provide or procure cannabis or hemp oil.

Our product, which is hardware only, is designed for our

customers to fill the cartridge with their own cannabis or hemp oil.

Cannabis oil, unlike nicotine oil or liquids which is generally of

a uniform consistency, is not of a uniform consistency, with the result that if the oil is too viscous, the user will not have good experience

with the product and our customer may reject or return the product.

We do not package the oil with our product and either our customer

purchases the oil separately from the product it purchases from us or the end user purchases the oil independently.

We have no way to

ensure that the consumer will use a cannabis oil that will work in the product we have manufactured for our customer.

December 2020, we introduced the Ispire line of cannabis vaping products.

Our Ispire products use our patented Ducore™ (Dual Coil)

technology for cannabis vaporizers.

Similar to the Nautilus series, this technology enables users to create extremely large plumes of

vape without burning the cannabis oil.

These products incorporate our patented dual coil technology for what we believe is best-in-class

airflow and taste, as well as our technology for eliminating the leakage of the oil from the unit, which overcomes a major disadvantage

with many existing products.

In addition to the base unit, we offer a range of cartridge, mouthpiece and color options.

In our ODM services,

we work with the customer to design a product that has the desired appearance.

All the products are made of stainless steel and the fluid

housing is Pyrex glass.

We are not involved in cannabis or hemp plant or oil business, and we do not provide or procure cannabis or hemp

Our product, which is hardware only, is designed for our customers to fill the cartridge with their own cannabis or hemp oil.

oil, unlike nicotine oil or liquids which are generally of a uniform consistency, is not of a uniform consistency.

If the oil is too

viscous, the user will not have good experience with the product and our customer may reject or return the product.

We do not package

the oil with our product.

Our ODM customers purchase the oil separately from the product they purchase from us or the end user of our

product purchases the oil independently.

We have no way to ensure that any consumer will use a cannabis oil that will work in a product

we have manufactured for our customers.

In June 2023, we introduced our proprietary Ispire

ONE TM technology and products.

ONE TM technology and associated products.

Ispire ONE TM is designed to eliminate capping issues in the manufacturing/co-packing

increase consistency and quality of the filled devices;

eliminate leaking, spitting, or overheating for cartridges, disposables,

and improve consumer safety, as the devices are sealed in a sterilized factory environment to eliminate risk of contamination

during filling process by Ispire’s customers.

process, increase consistency and quality of filled devices, eliminate leaking, spitting, or overheating for cartridges, disposables,

and PODs, and improve consumer safety., The devices are sealed in a sterilized factory environment to eliminate risk of contamination

during the filling process by our customers.

Sales and Distribution

Most of our revenue from tobacco products comes

from sales to our distributors.

We are looking to increase our OEM and ODM sales of tobacco products, which accounted for 1.0% and 4.5%

of our tobacco revenue for the years ended June 30, 2022 and 2023, respectively.

Most of our revenue from cannabis products is from ODM

sales to other cannabis vaping brands, and we work with the customer to design the product, which is sold under the customer’s brand

name and for some customers, the Ispire brand is also on the product.

Prior to our acquisition, Aspire Global sold tobacco

vaping products in the United States through its distribution network.

We decided not to market in the United States as a result of the

effect of changes in regulations in the United States because Aspire North America would currently be able to sell one product line in

the United States and that product line did not generate sufficient revenue to justify the marketing and regulatory expenses.

Most of our revenue from our e-cigarette products

comes from sales to our distributors.

We are looking to increase our OEM and ODM sales of e-cigarette products, which accounted for 4.5%

and 25.9% of our e-cigarette revenue for the years ended June 30, 2023 and 2024, respectively.

We have secured a major e-cigarette OEM

contract in May of 2024 and believe that this contract will yield significant revenue increases from the OEM and ODM business in our 2025

Most of our revenue from cannabis products is from ODM sales to other cannabis vaping brands, and we work with the customer

to design the product, which is sold under the customer’s brand name.

For some customers, the Ispire brand is also on the product.

to our acquisition, Aspire Global sold e-cigarette vaping products in the United States through its distribution network.

not to market in the United States as a result of changes in regulations in the United States.

Aspire North America would currently only

be able to sell one product line in the United States and that product line does not generate sufficient revenue to justify the marketing

and regulatory expenses at this time.

However, we have submitted a new premarket tobacco product application (“PMTA”) for

a disposable e-cigarette with several flavors, and are hopeful that, with the incorporation of age-gating technology from our IKE Tech

LLC joint venture, we will be able to sell this product into the U.S.

market, if approved.

We also plan to file PMTAs for a pod-based

e-cigarette system with a variety of flavors, which includes point-of-use age-gating technology, in the next 6 to 12 months.

We believe that we have the ability to evaluate

the market need for vaping products and develop products for both the tobacco and cannabis markets.

the market need for vaping products and develop products for both the e-cigarette and cannabis markets.

We believe that we have the state-of-the-art

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of the product.

We also sell Ispire hardware online, but such sales do not generate significant volume.

We do not sell cannabis or hemp

oil, either as part of a product or separately.

For our tobacco products, we have a network of

more than 150 distributors, whose territories cover more than 30 countries or regions.

Our distributors have non-exclusive agreements

and generally are not restricted from selling competing vapor products.

Our largest distributor, whose territory was United Kingdom and

France, is Your-Buyer International Limited, which accounted for revenue of approximately $34.1 million 38.8% of revenue and approximately

$37.4 million, or 32.4% of revenue for the years ended June 30, 2022 and 2023, respectively.

No other distributor or customer accounted

for 10% or more of our revenues for either the year ended June 30, 2022 or 2023.

We do not sell cannabis or hemp oil, either as part of a product or separately.

our e-cigarette products, we have a network of more than 150 distributors, whose territories cover more than 30 countries or regions.

Our distributors have non-exclusive agreements and generally are not restricted from selling competing vapor products.

Our largest distributor,

whose territory was the United Kingdom and France, is Your-Buyer International Limited, which accounted for revenue of approximately

$37.4 million, or 32.4% of revenue and approximately $45.6 million, or 30.0% of revenue for the years ended June 30, 2023 and 2024, respectively.

No other distributor or customer accounted for 10% or more of our revenues for either the year ended June 30, 2023 or 2024.

Typically, our distributors sell our products

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The vast majority

of sales of all classes of smokeless tobacco is sold in stores, primarily grocery stores, convenience stores and tobacco stores, which

generally purchase product from wholesale distributors.

Our products are also available from our distributors on the internet, including

both websites and services such as Amazon.

of sales of all classes of e-cigarettes are sold in stores, primarily grocery stores, convenience stores and tobacco stores, which generally

purchase product from wholesale distributors.

Our products are also available from our distributors on the internet, including both websites

and services such as Amazon.

These internet distribution channels are operated by our distributors.

The distributors are

responsible for complying with the laws of the countries in which they sell our products.

We previously sold tobacco vaping products to

a distributor for Russia, and we no longer sell to that distributor.

The distributors are responsible for

complying with the laws of the countries in which they sell our products.

We previously sold tobacco vaping products to a distributor

however, we no longer sell to that distributor.

We assist our distributors in marketing our products

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Opt-in and email marketing strategies include newsletter sign-ups to receive new product updates and

promotions, giveaway promotional activities to drive conversion, coupons and discounts promotion activities to increase sales.

promotions, giveaway promotional activities to drive conversion, coupons and discount promotion activities to increase sales to adult

consumers in compliance with local laws and regulations.

We may use social media to promote our products

and we market to consumers through our websites and Instagram.

We use social media to educate on current and new products and offers as

well as to provide real-time support to customers.

Our social media strategies aim to convert and nurture leads, to increase brand awareness.

and we market to adult consumers through our websites and Instagram.

We use social media to educate on current and new products and offers

as well as to provide real-time support to customers.

Our social media strategies aim to convert and nurture leads, to increase brand

awareness among adult consumers.

We also provide distributors with discounts and

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sales and marketing program.

All of our sales of Ispire cannabis products are

made directly by our sales team in California and not through distributors.

Our effort in marketing, branding and sales initiatives for

this product since the product introduction in late 2020 has resulted in a significant increase in brand awareness, as reflected in our

sales growth from approximately $20.0 million in the year ended June 30, 2022, the second year in which we had sales of cannabis products,

to approximately $40.0 million in the year ended June 30, 2023.

Our sales of Ispire cannabis products to date, which have been primarily

through direct sales of Ispire branded atomizers to other cannabis brands as semi-finished products on an ODM basis.

Pursuant to our agreements

with our ODM customers, we design and sell these atomizers pursuant to purchase orders by the customers.

Our logo is printed on some of

these products.

sales of Ispire cannabis products to date, which have been primarily through direct sales of Ispire branded atomizers to other cannabis

brands as semi-finished products on an ODM basis.

Pursuant to our agreements with our ODM customers, we design and sell these atomizers

pursuant to purchase orders by the customers.

To a lesser extent we sell heating devices directly to consumers as internet sales.

Source of Supply

We purchase all of our current tobacco and cannabis

vaping products from Shenzhen Yi Jia.

The products that we sell are the same products that Aspire Science and Aspire North America sold

prior to the transfer of the equity in these subsidiaries to us.

Pursuant to agreements dated January 27, 2023, between Aspire North America

and Shenzhen Yi Jia and between Aspire Science and Shenzhen Yi Jia, we purchase our cannabis and tobacco vaping products form Shenzhen

Yi Jia at market prices, provided that the price, delivery, warranty and other terms are no less favorable to us than the price, delivery,

warranty and other terms that are provided to any other customer of Shenzhen Yi Jia.

In addition, the agreement provides that Shenzhen

Yi Jia will be responsible for any warranty expenses.

We have taken steps toward the development of

manufacturing operations in California and are exploring Southeast Asia for potential locations for manufacturing operations.

to receive our first fully automated assembly system and related equipment in our California facility in late January 2024.

We anticipate

fine-tuning the system and completing the clean room where the system will be housed with initial production expected to commence before

the end of 2023.

Our operations in California will, at least initially, consist of primarily assembling the products from components we

purchase from suppliers.

In this connection, we may purchase components from Shenzhen Yi Jia’s present suppliers as well as other

suppliers which we may identify.

Quality control will be a crucial part of our manufacturing process.

We will need to include quality

control checks and balances throughout our supply chain and manufacturing process.

When selecting suppliers, we will have our quality

control and procurement team visit potential suppliers.

We will need to conduct annual inspections of the factories and we will also visit

the factory if any quality issues arise.

In connection with the establishment of any manufacturing facilities we will have to employ qualified

manufacturing, supervisory and administrative personnel.

We purchase a majority of our current e-cigarette

and cannabis vaping products from Shenzhen Yi Jia.

The products that we sell are the same products that Aspire Science and Aspire North

America sold prior to the transfer of the equity in these subsidiaries to us.

Pursuant to agreements dated January 27, 2023, between Aspire

North America and Shenzhen Yi Jia and between Aspire Science and Shenzhen Yi Jia, we purchase our cannabis and e-cigarette vaping products

form Shenzhen Yi Jia at market prices, provided that the price, delivery, warranty and other terms are no less favorable to us than the

price, delivery, warranty and other terms that are provided to any other customer of Shenzhen Yi Jia.

In addition, the agreement provides

that Shenzhen Yi Jia will be responsible for any warranty expenses.

In February of 2024, we began operations at our

Company-owned manufacturing facility in Malaysia.

We are currently operating with 6 production lines at the Malaysia factory.

to continue expanding our production capabilities in Malaysia as a way to diversify our source of supply.

In connection with the Malaysian operations, we

may purchase components from Shenzhen Yi Jia’s present suppliers as well as other suppliers which we may identify.

Quality control

will be a crucial part of our manufacturing process.

We will need to include quality control checks and balances throughout our supply

chain and manufacturing process.

When selecting suppliers, we will have our quality control and procurement team visit potential suppliers.

We will need to conduct annual inspections of the factories and we will also visit the factory if any quality issues arise.

In connection

with the establishment of any manufacturing facilities we will have to employ qualified manufacturing, supervisory and administrative

We will pass on to our customers the warranties

which Shenzhen Yi Jia provides to us as a customer.

These warranties are of an assurance-type and come standard with all of products

we purchase from Shenzhen Yi Jia and cover repair or replacement should product not perform as expected.

We offer these warranties for

all major products, including all types of E-vapor kits, atomizers, replacement coils and mods, but no warranty for accessories such as

spare parts or packaging consumables.

Shenzhen Yi Jia generally offers 90-day warranty period from date of purchase for products sold

to all regions, but Shenzhen Yi Jia offers six months warranty period from date of purchase for products sold in the United Kingdom and

The warranty offers refund or replacement of products for manufacturer defective items, dead on arrival items and items that do

not appear the same as listed on our website, and exclude damaged goods caused by misuse or unauthorized repair.

We generally require

our customers to test our hardware with their oils to confirm the hardware performance and approve the hardware designs, in order to minimize

any hardware related discrepancy or performance issues specific to the formulation of their oils.

Since we are passing on the warranties

of Shenzhen Yi Jia, we do not provide for estimated expenses related to product warranties.

Management actively studies trends of warranty

claims and takes action to improve product quality and minimize warranty costs.

We estimate the actual historical warranty claims coupled

with an analysis of unfulfilled claims to record a liability for specific warranty purposes.

These warranties are of an assurance-type, come standard with all of products we purchase

from Shenzhen Yi Jia, and cover repair or replacement should product not perform as expected.

We offer these warranties for all major

products, including all types of E-vapor kits, atomizers, replacement coils and mods, but no warranty for accessories such as spare parts

or packaging consumables.

Shenzhen Yi Jia generally offers 90-day warranty period from date of purchase for products sold to all regions,

but Shenzhen Yi Jia offers six months warranty period from date of purchase for products sold in the United Kingdom and France.

offers the refund or replacement of products for manufacturer defective items, dead on arrival items and items that do not appear the

same as listed on our website, and exclude damaged goods caused by misuse or unauthorized repair.

We generally require our customers to

test our hardware with their oils to confirm the hardware performance and approve the hardware designs, in order to minimize any hardware

related discrepancy or performance issues specific to the formulation of their oils.

Since we are passing on the warranties of Shenzhen

Yi Jia, we do not provide for estimated expenses related to product warranties.

Management actively studies trends of warranty claims

and takes action to improve product quality and minimize warranty costs.

We estimate the actual historical warranty claims coupled with

an analysis of unfulfilled claims to record a liability for specific warranty purposes.

As of June 30, 2023 and 2024, products returned

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Research and Development

We believe that design and attention to detail are

at the heart of our business.

Historically, research and development relating to our existing products were conducted primarily by Shenzhen

We have commenced research and development activities independent of Shenzhen Yi Jia, which has related primarily to cannabis

vaping products.

This research and development effort, which is headed by our chairman, Tuanfang Liu, has eleven members, who are based

in Los Angeles.

Prior to the transfer of the equity of Aspire North America and Aspire Science to us, the research and development activities

were conducted by Shenzhen Yi Jia.

As discussed under “Business – Intellectual Property” we have rights to intellectual

property generated by the research and development efforts of Shenzhen Yi Jia and Mr.

During the years ended June 30, 2022 and 2023,

research and development effort included the development of the Ispire cannabis vaping system, including patented dual-coil technology,

a closed system for tobacco vaping that is designed to eliminate the problem of oil leaking out of the unit was conducted by Shenzhen

Yi Jia under the leadership of Tuanfang Liu, who is our co-chief executive officer and chief executive officer of Aspire Global.

the transfer of Aspire North America and Aspire Science to us in July 2022, we have established our research and development group independent

of Aspire Global and Shenzhen Yi Jia, and the Shenzhen Yi Jia research and development activities relating to both cannabis and tobacco

product are being transitioned to us.

We are also entitled to the benefits of Shenzhen Yi Jia’s research and development pursuant

to the Intellectual Property Transfer Agreement and the License Agreement.

We believe that design and attention to detail

are at the heart of our business.

Historically, research and development relating to our existing products were conducted primarily by

Shenzhen Yi Jia.

We have commenced research and development activities independent of Shenzhen Yi Jia, which has related primarily to

cannabis vaping products.

This research and development effort, which is headed by our chairman, Tuanfang Liu, has eleven members, who

are primarily based in Los Angeles.

Prior to the transfer of the equity of Aspire North America and Aspire Science to us, the research

and development activities were conducted by Shenzhen Yi Jia.

As discussed under “Business – Intellectual Property”

we have rights to intellectual property generated by the research and development efforts of Shenzhen Yi Jia and Mr.

the years ended June 30, 2023 and 2024, research and development efforts included the development of the Ispire cannabis vaping system,

patented dual-coil technology, self-sealing technology and a closed system for e-cigarette vaping that is designed to eliminate the problem

of oil leaking out of the unit.

These research and development efforts were conducted by Shenzhen Yi Jia under the leadership of Tuanfang

Liu, our co-chief executive officer and the chief executive officer of Aspire Global.

Since the transfer of Aspire North America and

Aspire Science to us in July 2022, we have established our research and development group independent of Aspire Global and Shenzhen Yi

Jia, and the Shenzhen Yi Jia research and development activities relating to both cannabis and e-cigarette product have transitioned

We are also entitled to the benefits of Shenzhen Yi Jia’s research and development pursuant to the Intellectual Property

Transfer Agreement and the License Agreement.

IKE Tech LLC Joint Venture

reported in our Form 8-K on April 11, 2024, Aspire North America LLC entered into a capital contribution, subscription, and joint venture

agreement with Chemular Inc, Touch Point Worldwide, Inc.

d/b/a/ Berify, and Ike Tech LLC, a Delaware limited liability company (the “Joint

Venture”) pursuant to which the Parties agreed to participate in the Joint Venture.

The business of the Joint Venture is developing,

licensing, owning, and operating an industry-standard age-verification solution for vapor (e-cigarette) devices.

The Joint Venture plans

to submit PMTA applications seeking FDA marketing orders for cutting-edge technologies across the U.S.

e-cigarette market, including,

without limitation, (a) next-generation e-cigarette hardware with a user-friendly point-of-use age-verification and geo fencing capability

that eliminates usability of vapor hardware in certain designated areas such as schools and sensitive areas, (b) e-cigarettes with end-to-end

range of dynamic features such as authentication, direct to consumer engagements and exclusive offerings built on the foundations of

blockchain technology, and (c) a real-time biometric identity platform for user access controls, designed to create added security and

reliability to deter counterfeiting in connection with vapor devices.

As of the date of this Annual Report, Aspire North America LLC

owns 40% of the Joint Venture.

Intellectual Property

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in the United States, the PRC, the European Union and elsewhere relating to various functional and ornamental aspects of our products.

Pursuant to the Intellectual Property Transfer Agreement, Aspire North America, Aspire Global, Shenzhen Yi Jia and Mr.

Liu have transferred

to our subsidiary, Aspire North America, all their intellectual property, including patents, trademarks, brand names, know-how and know-how

documentation that relate directly or indirectly to cannabis and hemp vaping products, and the patents and trademarks, all of which are

United States patents, trademarks and patent and trademark application, have been transferred to Aspire North America.

Pursuant to the

License Agreement, Aspire Science has the right to an exclusive (to the exclusion of Shenzhen Yi Jia and Mr.

Liu) right and license to

any patents, trademarks and other intellectual property that relates to tobacco vaping products in the territory, which include the world

except for China and Russia.

Pursuant to the Intellectual Property Transfer Agreement, Aspire Global, Shenzhen Yi Jia and Mr.

Liu have transferred to our subsidiary,

Aspire North America, all their intellectual property, including patents, trademarks, brand names, know-how and know-how documentation

that relate directly or indirectly to cannabis and hemp vaping products, and the patents and trademarks, trademarks and patent and trademark

application, have been transferred to Aspire North America.

Pursuant to the License Agreement, Aspire Science has the right to an exclusive

(to the exclusion of Shenzhen Yi Jia and Mr.

Liu) right and license to any patents, trademarks and other intellectual property that relates

to tobacco vaping products in the territory, which include the world except for China and Russia.

We believe that the utility patents form the core

intellectual property for our electronic cigarette and vaporizer products.

intellectual property for our cigarette-cigarette and vaporizer products.

The utility patents primarily relate to atomizer, heating coil,

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Our design patents also extend to the ornamental

appearance of certain electronic cigarette components, including certain aspects of our atomizers and heating coils.

The patents are primarily based on inventions

developed by our chairman, Tuanfang Liu, who has received more than 200 patents in China, the United States, the European Union and other

All of these patents are being or have been assigned, licensed, or otherwise transferred to Shenzhen Yi Jia, which, in turn

is either transferring to Aspire North America, with respect to intellectual property relating to cannabis products, and licensing on

a sole and exclusive basis in the territory, to Aspire Science, with respect to tobacco products.

The territory covered by the License

Agreement is the world except for the PRC and Russia.

The earliest of patents were filed in 2012.

Overall, the patents expire between

2022 and 2037, depending on priority filing date, patent type, and jurisdiction.

We intend to work to improve our technology and products

and to seek further patent protection as warranted in connection with any new developments.

appearance of certain e-cigarette components, including certain aspects of our atomizers and heating coils.

The patents are primarily based on inventions developed by our chairman,

Tuanfang Liu, who has received more than 200 patents in China, the United States, the European Union and other countries.

patents have been assigned, licensed, or otherwise transferred to Shenzhen Yi Jia, which, has transferred to Aspire North America, with

respect to intellectual property relating to cannabis products, and licensing on a sole and exclusive basis globally other than the PRC

and Russia, to Aspire Science, with respect to e-cigarette products.

The earliest patents were filed in 2012 and began expiring in 2022,

with the last patents set to expire in 2037, depending on priority filing date, patent type, and jurisdiction.

We intend to work to improve

our technology and products and to seek further patent protection as warranted in connection with any new developments.

We cannot guarantee that our patent rights are

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we believe are important markets.

To the extent any of these trademarks were held by our chairman, Tuanfang Liu or Shenzhen Yi Jia, those

trademarks have been assigned to Aspire North America with respect to cannabis products pursuant to the Intellectual Property Transfer

Agreement and licensed on an exclusive license (to the exclusion of Aspire Global, Shenzhen Yi Jia and Mr.

Liu) to Aspire Science pursuant

to the License Agreement.

To the extent any of these trademarks were held by our chairman, Tuanfang Liu or Shenzhen Yi Jia, the

trademarks related to cannabis products have been assigned to Aspire North America pursuant to the Intellectual Property Transfer Agreement,

and all other trademarks have been licensed on an exclusive license (to the exclusion of Aspire Global, Shenzhen Yi Jia and Mr.

Aspire Science pursuant to the License Agreement.

We cannot assure you that our patent and trademark

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to similar marks.

Vaping products for both tobacco and cannabis

compete with tobacco and marijuana cigarettes and a wide range of other tobacco and legal and illegal cannabis products.

In each case,

vaping products seek to provide the user with pleasure that the user derives without the disadvantages.

The worldwide market for tobacco vaping products

Vaping products for both e-cigarette and cannabis

compete with tobacco and marijuana cigarettes and a wide range of other tobacco, nicotine and legal and illegal cannabis products.

each case, vaping products seek to provide the user with pleasure that the user derives from consuming nicotine or cannabis without the

disadvantages of other mediums.

The worldwide market for e-cigarette products

is highly competitive, with more than 50 companies selling products which compete with our products.

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of tobacco vapor products.

We anticipate that the market for vaping products

will evolve, with technological innovation, changing standards and changes in needs and preferences of adult vapor users.

Vaping devices

are more than an alternative to traditional cigarettes.

Instead, they represent the user’s taste and offer them a new and fun experience,

as they provide large amounts of vapor, different tastes of e-liquid and fashionable design.

In light of such trend and to further differentiate

their vaping devices, manufacturers are upgrading their products in terms of technology and design.

Many manufacturers are now providing

full-spectrum vaping devices, including closed system vaping devices, open system vaping devices and other kinds of vaping devices, so

as to be more competitive in the market.

In the next few years, with the technology becoming more mature, we anticipate that more differentiated

vaping devices will continuously emerge to draw consumers’ attention.

Our recent enhancements to our vaping products, such as the

big smoke effect, have increased interest and sales of our products.

We believe that our ability to remain profitable and to increase

our market share is dependent upon our ability to anticipate market demand and develop and market products that address these trends.

We anticipate that the market for vaping

products will evolve, with technological innovation, changing standards and changes in needs and preferences of adult vapor users.

devices are more than a reduced-risk alternative to traditional cigarettes.

Instead, they represent the user’s taste and offer

them a new and fun experience, as they provide large amounts of vapor, different tastes of e-liquid and fashionable design.

of such trend and to further differentiate their vaping devices, manufacturers are upgrading their products in terms of technology and

Many manufacturers are now providing full-spectrum vaping devices, including closed system vaping devices, open system vaping

devices and other kinds of vaping devices, so as to be more competitive in the market.

In the next few years, with the technology becoming

more mature, we anticipate that more differentiated vaping devices will continuously emerge to draw adult consumers’ attention.

Our recent enhancements to our vaping products, such as the big smoke effect, have increased interest and sales of our products.

that our ability to remain profitable and to increase our market share is dependent upon our ability to anticipate market demand and

develop and market products that address these trends.

The market for cannabis vapor products is a developing

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is developing in Europe.

Our ability to be successful in this market is dependent upon our ability to develop vaping systems that attracts

Our ability to be successful in these markets is dependent upon our ability to develop vaping systems that attracts

and retains consumer interest and the regulatory environment in the United States.

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progressing qualified employees.

As of July 31, 2023, we had a total of 69 employees, of which 29 are operations personnel, 4 are general

management personnel, 25 are in sales and marketing, and 11, including Tuanfang Liu, our co-chief executive officer, are in research

and development relating to cannabis products.

As of September 24, 2024, we had a total of 98 employees, of which 40 are operations personnel, 24 are

general management personnel, 19 are in sales and marketing, and 15, including Tuanfang Liu, our co-chief executive officer, are in research

and development relating to our products.

Culture and Engagement

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by labor unions.

Our headquarters are located at 19700 Magellan

Dr, Los Angeles, CA 90502 and we maintain offices, manufacturing and storage facilities at the same location.

We do not own any real property,

and we leased an aggregate of approximately 85,483 square feet of real property.

We do not expect to experience difficulties in renewing

any of the leases when they expire.

If we require additional space, we expect to be able to obtain additional facilities on commercially

reasonable terms.

The following table sets forth information as to the real property

leased by us:

1410 Abbot Kinney Blvd., PH 1, Venice, CA 90291

June 30, 2026

19700 Magellan Dr, Los Angeles, CA 90502

July 31, 2027

55 King Yip Street, King Palace Plaza, Floor 31, Suite J, Kwun Tong, Hong Kong

July 14, 2025

(1) The number in the table reflects

the square feet of building that we occupy.

The leased property also includes land, and the total leased land and building is 79,512

We consider our insurance coverage to be consistent

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or regulatory proceedings, investigations and claims incidental to the conduct of our business.

Other than disclosed below, we are not a party

to, nor are we aware of, any legal or regulatory proceedings, investigations or claims which, in the opinion of our management, are likely

to have a material adverse effect on our business, financial condition or results of operations.

On March 17, 2021, the FDA sent a letter to Aspire

North America requesting that Aspire North America submit documents relating to its marketing practices for Aspire products.

Specifically,

the FDA requested documents related to youth exposure to Aspire North America’s social media marketing of Aspire as well as Aspire

North America’s use of influencers in social media marketing.

This request applied to all of Aspire electronic nicotine delivery

system (ENDS) products and their components or parts.

The FDA requested these documents based on the epidemic of youth ENDS use and based

on Aspire North America’s marketing of Aspire products on social media platforms (e.g., Facebook, YouTube, and Instagram).

requested that Aspire North America respond within 60 days but granted a 30-day extension.

On June 15, 2021, Aspire North America provided

the required information to the FDA.

To date, the FDA has not substantively responded or taken any further action in the matter.

we cannot assure you that the FDA will consider the response adequate and will not initiate regulatory or enforcement action based on

an alleged failure to comply with the request or that the FDA will not initiate regulatory or enforcement action on other grounds based

on the contents of the documents produced in the response.

Either result could materially and adversely affect our business, financial

condition, and results of operations.

are not a party to, nor are we aware of, any legal or regulatory proceedings, investigations or claims which, in the opinion of our management,

are likely to have a material adverse effect on our business, financial condition or results of operations.

United States

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The PMTA pathway remains open for us to add further

products, but we (and anyone else) cannot now bring new tobacco products to the U.S.

products, but now neither we, nor anyone else, can bring new tobacco products to the U.S.

market without actual premarket authorizations.

PMTA process is expensive, time-consuming, and uncertain.

The PMTA process is expensive, time-consuming, and uncertain.

Under the Family Smoking Prevention and Tobacco

Control Act of 2009 (the “TCA”), a PMTA’s components include:

● Full reports of all information published or known to, or

which should reasonably be known to, the applicant concerning investigations which have been made to show the health risks of such tobacco

product and whether such tobacco product presents less risk than other tobacco products.

● Full statement of the components, ingredients, additives,

and properties, and of the principle or principles of operation.

● Full description of the methods used in, and the facilities

and controls used for, the manufacture, processing, and when relevant, packing and installation.

● An identifying reference to any tobacco product standard,

if applicable.

Full reports of all information published or known to, or which should reasonably be known to, the applicant concerning investigations which have been made to show the health risks of such tobacco product and whether such tobacco product presents less risk than other tobacco products.

Full statement of the components, ingredients, additives, and properties, and of the principle or principles of operation.

Full description of the methods used in, and the facilities and controls used for, the manufacture, processing, and when relevant, packing and installation.

An identifying reference to any tobacco product standard, if applicable.

Samples of the tobacco product as required.

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in interstate commerce for profit to, or who advertises or offers cigarettes or smokeless tobacco for such sale, transfer, or shipment

● File a statement setting forth the name, address, phone number,

email address, website address, with the U.S.

Attorney General and the tobacco tax administrator of the State where shipment is being

made or in which an advertisement or offer is disseminated;

● On the 10th day of every month, file a memorandum or a copy

of the invoice covering each and every shipment of “cigarettes” during the previous calendar month with the state tobacco

tax administrator and, where there are also local taxes on cigarettes, with local/tribal official

● Comply with (i) certain shipping requirements if using common

carriers other than the Postal Service, such as FedEx or UPS (e.g., label requirements, weight restrictions, 21+ age verification on

delivery, etc.), and (ii) recordkeeping requirements (e.g., detailed invoices covering every delivery sale, organized by the state, the

city or town, and zip code into which the delivery sale is made);

(iii) all state, local, tribal, and other laws generally applicable

to sales of cigarettes, including:

File a statement setting forth the name, address, phone number, email address, website address, with the U.S.

Attorney General and the tobacco tax administrator of the State where shipment is being made or in which an advertisement or offer is disseminated;

On the 10th day of every month, file a memorandum or a copy of the invoice covering each and every shipment of “cigarettes” during the previous calendar month with the state tobacco tax administrator and, where there are also local taxes on cigarettes, with local/tribal official

Comply with (i) certain shipping requirements if using common carriers other than the Postal Service, such as FedEx or UPS (e.g., label requirements, weight restrictions, 21+ age verification on delivery, etc.), and (ii) recordkeeping requirements (e.g., detailed invoices covering every delivery sale, organized by the state, the city or town, and zip code into which the delivery sale is made);

(iii) all state, local, tribal, and other laws generally applicable to sales of cigarettes, including:

excise taxes, licensing and tax-stamping requirements;

restrictions on sales to minors;

payment obligations or legal requirements relating to the sale, distribution, or delivery of cigarettes or smokeless tobacco.

and other payment obligations or legal requirements relating to the sale, distribution, or delivery of cigarettes or smokeless tobacco.

Importantly, neither the mail ban nor the other

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A business must apply for and obtain Postal Service approval of an exception to avail itself of this exception.

Except for the mail ban, the amendment to the

PACT Act took effect on March 28, 2021.

The mail ban took effect on October 21, 2021 pursuant to final regulations issued by the Postal

Except for the mail ban, the amendment

to the PACT Act took effect on March 28, 2021.

The mail ban took effect on October 21, 2021, pursuant to final regulations issued by

the Postal Service.

It applies to cannabis and hemp vaping products that aerosolize liquids only.

Further, the most commonly used carriers, Federal

Express and UPS, have recently announced that they would cease all deliveries of vapor products in the United States.

Further, the most commonly used carriers,

Federal Express and UPS, have recently announced that they would cease all deliveries of vapor products in the United States.

The other requirements of the PACT Act applicable

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of cigarettes or smokeless tobacco.

Starting on February 6, 2020, the FDA has prioritized

for immediate enforcement against:

(i) flavored, cartridge-based ENDS products (other than tobacco- or menthol-flavored ENDS products),

and (ii) any flavored ENDS products (including tobacco and menthol flavors) that are targeted at minors.

Several states in the United

States have imposed temporary emergency flavor bans on ENDS products, and a few of these bans have been enjoined by courts while several

have become permanent.

Several states and the District of Columbia have also enacted permanent prohibitions on the sale of flavored ENDS

Flavor bans are not the same as a total ban on e-cigarettes, and none of the states in the U.S.

have imposed a total ban on

e-cigarettes.

Starting on February 6, 2020, the FDA prioritized

enforcement against:

(i) flavored, cartridge-based ENDS products (other than tobacco- or menthol-flavored ENDS products), and (ii) any

flavored ENDS products (including tobacco and menthol flavors) that are targeted at minors.

Several states in the United States have imposed

temporary emergency flavor bans on ENDS products, and a few of these bans have been enjoined by courts while several have become permanent.

Several states and the District of Columbia have also enacted permanent prohibitions on the sale of flavored ENDS products.

are not the same as a total ban on e-cigarettes, and none of the states in the U.S.

have imposed a total ban on e-cigarettes.

Our self-branded vaping systems are not affected

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cartridges, and our self-branded products do not contain any pre-filled cartridges.

we believe that the technology being developed by our IKE Tech LLC Joint Venture may allow for the approval of ENDS products with characterizing

flavors other than tobacco or menthol.

This is because the point-of-use age-gating technology could prevent youth usage of vapor devices

by biometrically preventing youth from powering-on the device itself.

Accordingly, we have submitted a disposable ENDS device PMTA in

September of 2024 with several characterizing flavors.

Our plan is to amend or resubmit this PMTA when we receive approval of the IKE

Tech LLC age-gating technology from the FDA.

Cannabis vaping products are governed by state

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of recreational cannabis products to minors.

As a result of the reduced revenue to states resulting from the effects of the COVID 19 pandemic,

states may seek to raise revenue by permitting and taxing the use of cannabis products.

We cannot predict what action states will take

or the nature and amount of taxes they may impose upon cannabis products.

However, the shipping restrictions of the USPS under the PACT

Act applied to certain cannabis products, and cannabis products cannot, with certain exceptions, be sent through the USPS.

Major overnight

courier services, such as Federal Express, do not ship vaping products that may not be sent using the USPS.

We use a combination of advanced

accounting software and PACT Act compliant carriers to remain compliant with the tax and delivery restrictions of the PACT Act.

We cannot predict what action states will take or the nature and amount of taxes they may

impose upon cannabis products.

However, the shipping restrictions of the USPS under the PACT Act applied to certain cannabis products,

and cannabis products cannot, with certain exceptions, be sent through the USPS.

Major overnight courier services, such as Federal Express,

do not ship vaping products that may not be sent using the USPS.

We use a combination of advanced accounting software and PACT Act compliant

carriers to remain compliant with the tax and delivery restrictions of the PACT Act.

Under federal law and the laws of certain states

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The European Commission issued the Tobacco Products

Directive (the “TPD’’), which has been entered into force on May 19, 2014 and became applicable in the EU Member States

on May 20, 2016.

Under the TPD, an e-cigarette is widely defined as a product that can be used for, including all types of vaping devices,

HNB devices and their respective components, the consumption of nicotine-containing vapor via a mouthpiece, or any component of that product.

Directive (the “TPD’’), which entered into force on May 19, 2014, and became applicable in the EU Member States on May

Under the TPD, an e-cigarette is widely defined as a product that can be used for, including all types of vaping devices, HNB

devices and their respective components, the consumption of nicotine-containing vapor via a mouthpiece, or any component of that product.

The TPD regulates e-cigarettes on five main aspects:

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The sale of cannabis vaping products for recreational

(as contrasted with medical) use is illegal in the European Union, although we believe that a market is developing, particularly in Germany,

where the new coalition government stated clearly that it is introducing the controlled supply of recreational cannabis to adults in licensed

(as contrasted with medical) use is illegal in most of the European Union, although we believe that a market is developing, particularly

in Germany, where the new coalition government stated clearly that it is introducing the controlled supply of recreational cannabis to

adults in licensed shops.

United Kingdom

The Medicines and Healthcare Products Regulatory

Agency (“MHRA”) is the authority for a notification scheme for e-cigarettes and refill containers in Great Britain and Northern

Agency (“MHRA”) is the authority for a regulatory scheme for e-cigarettes and refill containers in Great Britain and Northern

Ireland and is responsible for implementing the majority of provisions under Part 6 of the Tobacco and related Products Regulations (“TRPR”)

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The Tobacco Products and Nicotine Inhaling Products

(Amendment) (EU Exit) Regulations 2020 explains the changes from a policy perspective:

The 2020 Regulations sets out the requirements

(Amendment) (EU Exit) Regulations 2020 (the “2020 Regulations”) explains the changes from a policy perspective:

The 2020 Regulations set out the requirements

for new products to be notified from January 1, 2021.

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full responsibility for the quality and safety of the product when placed on the market and used under normal or reasonably foreseeable

The sale of cannabis products is illegal in the

United Kingdom.

Southeast Asia

We are currently seeking a potential location

to establish manufacturing operations in Southeast Asia.

We intend to form a subsidiary in Southeast Asia, if we are able to identify

a suitable location if we are able to commence manufacturing operations in Southeast Asia, we would have to comply with laws and regulations

relating to manufacturing operations, including regulatory approval for us to establish manufacturing operations, including satisfying

the applicable government authority that we have sufficient capital to cover all of our planned activities.

We would also be subject to

wage and hour laws and laws relating to employee health and safety and environmental laws and regulations.

We would structure our operations

in a location in Southeast Asia to comply with applicable laws and regulations.

Disposable (closed-system) e-cigarette products

will be banned in the United Kingdom on April 1, 2025.

Our primary sales in the UK are currently open-system, non-disposable products.

The sale of cannabis products is currently illegal

in the United Kingdom.

We are operating a manufacturing facility in Malaysia.

As such, we must comply with laws and regulations relating to manufacturing operations, including regulatory approval, as applicable,

including satisfying the applicable government authority that we have sufficient capital to cover all of our planned activities.

also subject to wage and hour laws and laws relating to employee health and safety and environmental laws and regulations.

We have structured

our operations to comply with applicable laws and regulations in Malaysia.

Other requirements for e-cigarettes

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a separate notification.

The Conformitè Europëenne (CE) Mark

is defined as the EU’s mandatory conformity marking for regulating the goods sold within the European Economic Area (EEA) since

The Conformitè Europëenne (“CE”)

Mark is defined as the EU’s mandatory conformity marking for regulating the goods sold within the European Economic Area (“EEA”)

The CE marking represents a manufacturer’s declaration that products comply with the EU’s New Approach Directives.

directives not only apply to products within the EU but also for products that are manufactured in or designed to be sold in the EEA.

These directives not only apply to products within the EU but also for products that are manufactured in or designed to be sold in the

This makes the CE marking recognizable worldwide even to those unfamiliar with the EEA.

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To the extent that we

sell products to consumers through our website or otherwise on the Internet, we may be subject to the CCPA as well as other consumer protection

sell products to adult consumers through our website or otherwise on the Internet, we may be subject to the CCPA as well as other consumer

protection laws.

The European Union Parliament approved a new data

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If we are able to establish manufacturing operations

in California and in Southeast Asia, we will be required to comply with applicable environmental laws and regulations.

We cannot estimate

the ongoing costs of such compliance.

As we establish manufacturing facilities, we expect that the cost of such compliance will be included

in our capital budget for any facilities we establish.

in California, and as part of our current manufacturing Malaysia, we will be required to comply with applicable environmental laws and

We cannot estimate the ongoing costs of such compliance.

As we establish manufacturing facilities, we expect that the cost

of such compliance will be included in our capital budget for any facilities we establish.

Available Information

As a public company, we are required to file our

annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A and other information

(including any amendments) with the Securities and Exchange Commission (the “SEC”).

The SEC maintains an Internet site that

contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

can find our SEC filings at the SEC’s website at www.sec.gov.

Our Internet address is www.ispiretechnology.com.

Information contained on our website is not part of this Annual Report.

Our SEC filings (including any amendments) will be made available

free of charge on www.ispiretechnology.com, as soon as reasonably practicable after we electronically file such material with, or furnish

it to, the SEC.

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-K

Item 1. Business