What changed in this filing

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Item 9A. Controls and Procedures

2024-09-27 compared with 2023-09-19 · 2328 added, 1496 removed, 467 unchanged (89% of the section changed)

Controls and Procedures

Evaluation of Disclosure

Controls and Procedures

Disclosure controls and procedures are

controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management,

including our Co-Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial and accounting officer (together, the

“Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding

required disclosure.

Under the supervision and with the participation of

our management, including the Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying

Officers concluded that our disclosure controls and procedures were not effective, due to the lack of controls needed to enable us to

record assets acquired from a controlling stockholder in accordance with GAAP.

Our failure to have such controls is place resulted in

the need for us to restate our unaudited financial statements for the six months ended December 31, 2022 and the three and nine months

ended March 31, 2023.

As a result of the restatement, our net loss for the six months ended December 31, 2022 decreased from $2,950,921,

or $0.06 per share (basic and diluted), to $2,178,290, or $0.04 per share (basic and diluted) and our net loss for the nine months

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

and a decline in stockholders’ equity at December 31, 2022 from $83,218,167 to $9,730,883, and at March 31, 2023 from $79,953,608

to $7,238,957.

Management believes that the financial statements included in this annual report present fairly in all material respects

our financial position, results of operations and cash flows for the periods presented in accordance with GAAP.

controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that

there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all

disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected

all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on

certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its

stated goals under all potential future conditions.

Management’s Annual

Report on Internal Controls over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, we carried out an evaluation of the effectiveness

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

Exchange Act of 1934 (the “Exchange Act”).

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

officer concluded that our disclosure controls and procedures were not effective due to the material weaknesses in internal controls over

financial reporting noted below.

Management’s Responsibility for Internal

Controls over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rules 13a -15(f) under the Exchange Act.

internal control was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair

presentation of published financial statements.

Our internal control over financial reporting is designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated

financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations

of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control

over financial reporting as of June 30, 2023.

In making these assessments, management used the criteria set forth by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of the issuing company’s annual or interim financial statements will not be prevented or detected on

a timely basis.

Our need to restate our unaudited financial statements for the six months ended December 31, 2022 and the nine months

ended March 31, 2023 reflects a material weakness.

Based on our assessments and those criteria, management determined that we did not

maintain effective internal control over financial reporting as of June 30, 2023, due to the previously discussed material weaknesses

in our internal control over financial reporting

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

This Report does not include

an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging

growth company under the JOBS Act.

Changes in Internal

Control over Financial Reporting

At June 30, 2022, as a privately owned company,

we were not subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance

requirements applicable to public reporting companies with respect to the establishment of internal controls over financial

During the year ended June 30, 2023, we developed and commenced the implementation of internal controls over financial

reporting, and we are continuing to develop and implement internal controls over financial reporting particularly in view of the

material weakness described above.

In this connection, subsequent to June 30, 2023, we appointed a new chief financial officer and a

vice president of finance, as part of our program to develop and implement effective internal controls over financial reporting.

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of

consolidated financial statements in accordance with GAAP, and that our receipts and expenditures

are being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the consolidated financial

Inherent Limitations of Internal Control

over Financial Reporting

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect all errors or misstatements in our financial statements.

A control system,

no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

Management’s Report of Internal Control

over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2024 under the supervision

and participation of our management, including our Chief Executive Officer and Chief Financial Officer.

In making these assessments, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —

Integrated Framework (2013).

Based on that assessment, management concluded that, the Company’s internal control over financial

reporting was not effective as of June 30, 2024, due to the material weaknesses described below.

Material Weaknesses

We identified the following material weaknesses

in our internal control over financial reporting as of June 30, 2024.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the issuing

company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The lack of controls to record assets acquired from a controlling

stockholder in accordance with GAAP;

The lack of controls needed to enable us to evaluate significant estimates, including (i) the sufficiency of inventory reserve for slow-moving inventories and (ii) the credit loss history and use it to evaluate the sufficiency of credit loss reserve for accounts receivable under the Topic 326;

The lack of comprehensive accounting policies and procedures manual in accordance with U.S.

GAAP and SEC reporting, including IT general controls, and a financial risk assessment to evaluate controls;

The lack of a sufficient complement of personnel with appropriate technical expertise to evaluate complex accounting matters, resulting in the need to restate our unaudited financial statements as of and for the six months ended December 31, 2022 and the nine months ended March 31, 2023;

the audited financial statements for the annual period ended June 30, 2023;

and the unaudited financial statements for the three months ended September 30, 2023, the six months ended December 31, 2023, and the nine months ended March 31, 2024.

Therefore, management determined that we did not

maintain effective internal control over financial reporting as of June 30, 2024.

Remediation Plan for the Material Weaknesses :

We are committed to continually improving our

internal controls over financial reporting.

Subsequent to June 30, 2023, we appointed a new chief financial officer and a vice president

of finance, as part of our program to develop and implement effective internal controls over financial reporting.

Additionally, management

is currently working on the plan to address the material weaknesses noted above including, but not limited to the following:

Engaging an expert third party advisory firm to implement

and then assess a formal internal controls framework in accordance with the COSO 2013 Internal Controls Framework and as required by

Section 404(a) of the Sarbanes-Oxley Framework.

Perform scoping and risk assessment of material financial

statement line items and identify key processes and systems including documentation of key processes and internal controls.

Implement formal remedial action plans to address the root

cause for these material weaknesses noted above.

Assess the design and operational effectiveness of the internal

controls over financial reporting, including the remedial actions implemented.

The material weaknesses will not be considered

remediated, however, until the applicable controls operate for a sufficient period and management has concluded, through testing, that

these controls are operating effectively.

As we continue to evaluate and work to improve our internal control over financial reporting,

we may decide that additional measures are necessary to address these identified control deficiencies.

Changes in Internal Control over Financial

During the year ended June 30, 2024, we developed

and commenced the implementation of improvements to internal controls over financial reporting, and we are continuing to develop and implement

internal controls over financial reporting particularly in view of the material weakness described above.

Other Information

Not Applicable.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Disclosure Regarding Foreign Jurisdictions That Prevent

Not Applicable.

Directors, Executive Officers and Corporate Governance

Listed below are the names of the directors and

executive officers of the Company, their ages as of the date of this Annual Report, their positions held and the year they commenced

service with the Company.

Listed below are the names of our directors and

executive officers, their ages as of the date of this Annual Report, their positions held and the year they commenced service with us.

Position/Title

2 unchanged sentences

Co-Chief Executive Officer and President of Aspire North America

James Patrick McCormick

Chief Financial Officer

Tirdad Rouhani

Chief Operating Officer

Steven Przybyla

Chief Legal Officer and Secretary

Christopher Robert Burch 1,2,3

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Independent Director

Member of the Audit Committee

Member of the Compensation Committee

Member Nominating and Corporate Governance Committee.

of the Audit Committee

of the Compensation Committee

Nominating and Corporate Governance Committee.

Tuanfang Liu has been serving as

our chairman of the board of directors and chief executive officer since our organization and co-chief executive officer since August

Liu has also served as chairman of the board and chief executive officer of Aspire Global, a position he has held since its

organization.

Liu has also served as chairman of the board and chief executive officer of Aspire Global, a position he has held since

its organization.

Liu also serves as chairman of Shenzhen Yi Jia since he founded the company in June 2010.

He is responsible for our

daily operations and research and development of the e-cigarette and cannabis vaporizer technology products.

Liu has served as the

vice-chairman of the European Union E-cigarette Association since 2019, vice-chairman and founding member of the Canada E-cigarettes Association

since 2019, vice chairman of the China Electronics Chamber of Commerce since 2017, and executive vice-chairman and founder of the Shenzhen

E-Vapor Industry Association since October 2017.

He is responsible for

our daily operations and research and development of the e-cigarette and cannabis vaporizer technology products.

Liu has served as

the vice-chairman of the European Union E-cigarette Association since 2019, vice-chairman and founding member of the Canada E-cigarettes

Association since 2019, vice chairman of the China Electronics Chamber of Commerce since 2017, and executive vice-chairman and founder

of the Shenzhen E-Vapor Industry Association since October 2017.

He received “Shenzhen High-level Professionals” award in

doctorate degrees in business management from Victoria University School of Management in Switzerland and EuroPort Business School in

the Netherlands, respectively.

He has more than 14 years of experience in research and development of the e-cigarette products and quality

control management.

Liu holds doctorate degrees in business management from Victoria University School of Management in Switzerland and EuroPort

Business School in the Netherlands, respectively.

He has more than 14 years of experience in research and development of the e-cigarette

products and quality control management.

Liu is the spouse of Jiangyan Zhu.

Michael Wang has been serving as co-chief executive

officer since August 7, 2023, having served as our chief financial officer from our organization until August 7, 2023, and he has served

as president of Aspire North America since its organization in 2020.

Wang served chief financial officer of Aspire Global from August

2020 until his resignation in September 2022.

Wang is an experienced chief executive officer, chief operating officer and president

of various companies with leadership skills in profit and loss management, finance, human resources, products, technology, sales and operations.

Michael Wang has been serving as

co-chief executive officer since August 7, 2023, having served as our chief financial officer from our organization until August 7, 2023,

and he has served as president of Aspire North America since its organization in 2020.

Wang served chief financial officer of Aspire

Global from August 2020 until his resignation in September 2022.

Wang is an experienced chief executive officer, chief operating

officer and president of various companies with leadership skills in profit and loss management, finance, human resources, products,

technology, sales and operations.

Wang has approximately 12 years of internet technology and e-commerce experience.

From September 2018 through August 2020, he was

the president, chief operating officer and co-chief executive officer of The Pharm/Sunday Goods (located in California and Arizona), a

vertically integrated leader in the cannabis cultivation, processing, manufacturing, distribution, wholesale, and retail industry.

From September

2018 through August 2020, he was the president, chief operating officer and co-chief executive officer of The Pharm/Sunday Goods (located

in California and Arizona), a vertically integrated leader in the cannabis cultivation, processing, manufacturing, distribution, wholesale,

and retail industry.

Wang managed and transformed the cultivation, manufacturing and wholesale divisions.

Wang was with Onestop Commerce, a leading e-commerce

technology and service company, as president and chief operating officer from February 2013 to July 2015 and as chief executive officer

from July 2015 to June 2018.

Onestop Commerce managed omni-channel-commerce for major lifestyle brands and retailers.

From May 2005 through

June 2010, he was the chief operating and fulfillment officer and an investor in Zazzle, a leader in online customization and personalization

He started his career in 1992 at Honeywell and also worked at Technicolor, ESS Technology and Vitec Group.

Wang received

bachelor of science and master of science degrees in aerospace engineering in 1983 and 1985 respectively, from the Beijing University

of Aeronautics & Astronautics also known as Beihang University.

In 1987, he received a master of science degree in systems engineering

from Oakland University in Rochester, Michigan.

Wang received an MBA in Finance and General Management from the University

of Chicago’s Booth School of Business.

Machock has been our chief

financial officer since August 7, 2023.

Machock has 25 years of experience overseeing the financial strategy and performance for a

number of companies.

From January 2017 to October 2021, Mr.

Machock was the chief financial officer at Appetize Technologies, a point-of

sale hardware and software company.

Prior to that, he was chief financial officer at Chrome River (2016-2017), chief financial officer

at PostSMSCo (2010-2016), and vice president- finance and controller at Business.com (2004-2010).

Early in his career, he worked in public

accounting at Ernst and Young.

Machock received his bachelor’s degree in accounting and finance from Indiana University.

Tirdad Rouhani has been the

chief operating officer since July 2022.

Wang was with Onestop

Commerce, a leading e-commerce technology and service company, as president and chief operating officer from February 2013 to July 2015

and as chief executive officer from July 2015 to June 2018.

Onestop Commerce managed omni-channel-commerce for major lifestyle brands

and retailers.

From May 2005 through June 2010, he was the chief operating and fulfillment officer and an investor in Zazzle, a leader

in online customization and personalization service.

He started his career in 1992 at Honeywell and also worked at Technicolor, ESS Technology

and Vitec Group.

Wang received bachelor of science and master of science degrees in aerospace engineering in 1983 and 1985 respectively,

from the Beijing University of Aeronautics & Astronautics also known as Beihang University.

In 1987, he received a master of science

degree in systems engineering from Oakland University in Rochester, Michigan.

Wang received an MBA in Finance and General

Management from the University of Chicago’s Booth School of Business.

James (Jim) Patrick McCormick has

been our chief financial officer since May 17, 2024.

McCormick began his career in public accounting with KPMG in 1989.

consumer goods experience came with Mid-America Pepsi-Cola before joining British American Tobacco’s (BAT) associate company Brown

& Williamson Tobacco Corporation in 1992.

McCormick held multiple international general management and Chief Financial

Officer roles spending 13 years living abroad in seven different markets in Europe, South America, South East Asia, Sub-Sahara and Northern

Africa before returning to the United States in 2009.

Following his return, Mr.

McCormick held Chief Financial Officer roles in Federal

Flange Inc., a subsea components manufacturer in the oil and gas sector from February 2009 to October 2010, and in Sodexo’s Corporate

Service division from October 2011 to February 2013.

McCormick served as Chief Financial Officer from April 2014 to July 2015 at

Electronic Cigarettes International Group Ltd.

ECIG), a publicly traded vaping products company with operations in the United

States and the United Kingdom.

McCormick served as Chief Operating Officer and Chief Financial Officer of KushCo Holdings Inc.

August 2017 to January 2019 and as President of Ignite International Inc.

from January 2019 to December 2019.

Since January 2020, Mr.

McCormick has served as a management consultant to various firms in the cannabis and nicotine industries.

McCormick graduated from

Eastern Illinois University with a Bachelor of Science in Finance and Accounting in 1988 and from Southern Illinois University Edwardsville

with Master of Business Administration in 1992.

Tirdad Rouhani served as our

chief operating officer from July 2022 until his appointment as our president.

In the prior four years, Mr.

Rouhani has been deeply entrenched in the cannabis industry.

He held the role of chief operating officer at Touchstone (one of the largest cannabis extraction lab and co-packing businesses in California)

before taking on the role of chief executive officer for Napalm Brands in March 2020.

Rouhani co-founded two tech companies before

converging on the cannabis industry.

Between 2008 and 2015, he was a business process consultant at Live Nation.

Rouhani received

his undergraduate and graduate degrees from the University of Arizona where he studied business.

He started his career in audit and consulting

with Deloitte, expanding into tech and finance, evolving into operating roles.

Rouhani has been deeply entrenched

in the cannabis industry.

He held the role of Chief Operating Officer at Touchstone (one of the largest cannabis extraction lab and co-packing

businesses in California) in 2019 prior to taking on the role of Chief Executive Officer for Napalm Brands, a Los Angeles-based cannabis

products brand, in March 2020.

Prior to entering the cannabis industry through his position at Napalm Brands, Mr.

Rouhani co-founded

Block Nexus, an incubator of SaaS data aggregator technologies in 2016 and served as a principal until 2019.

Between 2008 and 2015, Mr.

Rouhani served as a business process consultant at Live Nation (NYSE:

LYV), a multinational entertainment company that promotes, operates

and manages ticket sales for live entertainment.

Prior to joining Live Nation, Mr.

Rouhani additionally held positions at Deloitte and

Real Estate Income Partners.

He received his B.A.

and Masters in Accounting from the University of Arizona where he studied business.

Przybyla has served as

our chief legal officer and secretary since September 1, 2023.

Przybyla has 10 years of regulated cannabis industry experience and

a half-decade of experience in nicotine/tobacco product regulation.

From July 2020 to April 2023, Mr.

Przybyla was General Counsel and

Corporate Secretary, and then President of Hemp/Cannabis, at 22nd Century Group.

Inc., a plant biotechnology company.

While at 22nd Century,

Przybyla helped to secure the only Modified Risk Tobacco Product approval for a combustible cigarette authorized by the U.S.

and Drug Administration to date.

Prior to that, he was President of the Medical Division at Jushi, Inc., a multi-state cannabis operator,

from 2018 to 2020, General Counsel at Dent Neurologic Group LLP from 2016 to 2018 and General Counsel at Seneca Development Corporation

from 2015 to 2016.

Early in his career, he worked as an associate at Phillips Lytle LLP.

Przybyla received his undergraduate degree

in Economics from Washington & Lee University and his Juris Doctor from Columbia Law School.

Jiangyan Zhu has been serving as

9 unchanged sentences

Tuanfang Liu.

Christopher Robert

Burch has been serving as a director since July 2023.

He has worked in the finance and venture capital industries for more than

Currently, Mr.

Christopher Robert Burch has been

serving as a director since July 2023.

He has worked in the finance and venture capital industries for more than 15 years.

Burch is consulting for Bioglobal Inc., a biopesticides company.

From September 2020 to May 2022, Mr.

as Chief Financial Officer at Braun Bio-Technology (Shan Dong) Co.

in China where he was responsible for fundraising and corporate

Prior to that, from January 2020 to September 2020, Mr.

Burch served as Chief Financial Officer at Waton Corporation Limited

where he was responsible for fundraising, financial planning, cash flow management, investor relations, banking relations, securities

licensing, and strategy direction.

Burch served as Chief Financial

Officer at Braun Bio-Technology (Shan Dong) Co.

in China where he was responsible for fundraising and corporate strategies.

to that, from January 2020 to September 2020, Mr.

Burch served as Chief Financial Officer at Waton Corporation Limited where he was responsible

for fundraising, financial planning, cash flow management, investor relations, banking relations, securities licensing, and strategy direction.

From July 2019 to November 2019, Mr.

Burch worked at Zhejiang Panshi Information Technology Co.

as a Vice President responsible for corporate strategic investment.

as a Vice President responsible for

corporate strategic investment.

From March 2017 to July 2019, Mr.

Burch served as a Managing Director

at Feiyang Group Co.

in Hong Kong and China where he was responsible for fundraising and providing advisory services to the sector.

Prior to joining the Company, from October 2008 to October 2014 Mr.

Burch served on the board of directors of KeenHigh Technologies Limited,

listed on Taiwan’s Emerging Stock Market (TW:3651).

Burch received a Master of Business Administration with a focus

on technology management from Tsinghua University.

Burch received a bachelor’s degree in business administration with

concentration in decision sciences from Georgia State University.

Burch received a bachelor’s degree in business administration

with concentration in finance from University of Georgia.

Burch served as a Managing Director at Feiyang Group Co.

Kong and China where he was responsible for fundraising and providing advisory services to the sector.

Prior to joining us, from October

2008 to October 2014 Mr.

Burch served on the board of directors of KeenHigh Technologies Limited, listed on Taiwan’s Emerging Stock

Market (TW:3651).

Burch received a Master of Business Administration with a focus on technology management from Tsinghua

Burch received a bachelor’s degree in business administration with concentration in decision sciences from

Georgia State University.

Burch received a bachelor’s degree in business administration with concentration in finance

from University of Georgia.

We believe that Mr.

Burch is well qualified to serve as a member of our board

of directors because of his experience in finance, operations of public companies and corporate fundraising and strategy.

Burch is well qualified to serve as a member of our board of directors because of his

experience in finance, operations of public companies and corporate fundraising and strategy.

Brent Cox has been serving as a

18 unchanged sentences

Cox is well-qualified

to serve as a member of our board of directors due to his experience in investment banking and prior corporate governance experience having

served on corporate boards of directors.

to serve as a member of our board of directors due to his experience in investment banking and prior corporate governance experience

having served on corporate boards of directors.

has been serving as a director since April 2023.

4 unchanged sentences

relations and special vehicle creation across the region.

Fargis founded and runs Dustybrine LLC, a market entry consulting firm in

New York State.

Fargis founded and runs Dustybrine LLC, a market entry consulting firm

in New York State.

Fargis has been serving as the professor of management, strategy, and emerging markets at Hult International Business

3 unchanged sentences

From March 2010 to December 2013, Mr.

Fargis served as

the executive vice president and general manager at Kaseya where he incorporated, staffed and ran offices for Kaseya in Beijing, Seoul,

Fargis served

as the executive vice president and general manager at Kaseya where he incorporated, staffed and ran offices for Kaseya in Beijing, Seoul,

Tokyo and Hong Kong.

3 unchanged sentences

the vice president sales and general manager of Asia of On2 Technologies which was purchased by Google in February 2010.

From August 2005

2005 to October 2007, Mr.

Fargis served as the general manager Asia Pacific of Global IP Solutions (GIPS), where he oversaw sales and business

development strategy for Global IP Sound (GIPS) in Asia.

GIPS provides premiere quality speech processing technology for Voice Over IP

(VOIP) networks, and its software enables numerous clients including application providers such as Skype, Google, AOL, Tencent, etc.

January 2004 to July 2005, Mr.

Fargis served as the chief executive officer of SiMa Systems, where he oversaw funding and alliance strategy

and general management for this digital clipboard solutions company.

Fargis received his master of arts in law and diplomacy

degree in international consulting at The Fletcher School of Law and Diplomacy.

Fargis received his master’s degree

in special education at Hunter College.

Fargis received his bachelor’s degree in medieval studies at Wesleyan University.

Fargis served as the general manager Asia Pacific of Global IP Solutions (GIPS), where he oversaw sales and

business development strategy for Global IP Sound (GIPS) in Asia.

GIPS provides premiere quality speech processing technology for Voice

Over IP (VOIP) networks, and its software enables numerous clients including application providers such as Skype, Google, AOL, Tencent,

From January 2004 to July 2005, Mr.

Fargis served as the chief executive officer of SiMa Systems, where he oversaw funding and alliance

strategy and general management for this digital clipboard solutions company.

Fargis received his master of arts in law

and diplomacy degree in international consulting at The Fletcher School of Law and Diplomacy.

Fargis received his master’s

degree in special education at Hunter College.

Fargis received his bachelor’s degree in medieval studies at Wesleyan

We believe Mr.

Fargis is well-qualified to serve as a member of our board of directors due to his experience in business strategy, emerging

markets, and his contacts and relationships.

Fargis is well-qualified to serve as a member of our board of directors due to his experience in business

strategy, emerging markets, and his contacts and relationships.

Resignation of Chief Operating Officer

On September 24, 2024, David Hessler and

the Company agreed to transition his role from our Chief Operating Officer to a consulting role.

Hessler’s wholly owned

consulting entity, Synergie Conseils SARL (“Synergie”), and our subsidiary Aspire North America have entered a Consulting

Agreement, dated as of September 24, 2024, under which Mr.

Hessler, through Synergie, will provide consulting services to the Company

for international nicotine related projects (the “Consulting Agreement”).

The Consulting Agreement provides for a 10-month

term and may be terminated by either party on 3-months’ notice.

Synergie will receive a monthly consulting fee of $12,500 and Mr.

receive the immediate vesting of 25,000 of his non-qualified stock options.

Under the Consulting Agreement, Synergie will be paid or reimbursed

Hessler’s travel time, travel expenses, or any other costs or expenses expressly pre-approved by Aspire North America

in writing and supported by documentary evidence.

Family Relationships

Tuanfang Liu, our chairman

and chief executive officer, and Jiangyan Zhu, one of our directors, are married.

Other than this relationship, there are no other direct

family relationships among any of our directors or executive officers.

Tuanfang Liu, our chairman and chief executive

officer, and Jiangyan Zhu, one of our directors, are married.

Other than this relationship, there are no other direct family relationships

among any of our directors or executive officers.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange

Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes

in ownership of our common stock with the Commission.

Directors, executive officers and ten percent stockholders are also required to

furnish us with copies of all Section 16(a) forms that they file.

All of our officers, directors and 10% stockholders have filed the required

ownership reports.

Section 16(a) of the

Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports

of changes in ownership of our Common Stock with the Commission.

Directors, executive officers and ten percent stockholders are also required

to furnish us with copies of all Section 16(a) forms that they file.

All of our officers, directors and 10% stockholders have filed the

required ownership reports.

Director Independence

The Nasdaq Marketplace Rules

require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing.

In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit,

compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence

criteria set forth in Rule 10A-3 under the Exchange Act.

Under Rule 5605(a)(2) of the

Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors,

that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of

a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board

committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries

or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has

reviewed the composition of our board of directors and its committees and the independence of each director.

Based upon information requested

from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of

directors has determined that each of Brent Cox, John Fargis and Christopher Robert Burch is an “independent director” as

defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

Because we are a controlled corporation, we have included our chief executive

officer, who is not an independent director, as a member and chair of the nominating and corporate governance committee.

The Nasdaq Marketplace Rules require a majority

of a listed company’s board of directors to be comprised of independent directors within one year of listing.

In addition, the

Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and

nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set

forth in Rule 10A-3 under the Exchange Act.

Under Rule 5605(a)(2)

of the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our board

of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out

the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of

an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors,

or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company

or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has reviewed the composition

of our board of directors and its committees and the independence of each director.

Based upon information requested from and provided

by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined

that each of Brent Cox, John Fargis and Christopher Robert Burch is an “independent director” as defined under Rule 5605(a)(2)

of the Nasdaq Marketplace Rules.

Because we are a controlled corporation, we have included our chief executive officer, who is not an

independent director, as a member and chair of the nominating and corporate governance committee.

Board Committees

Our board of directors has

established three standing committees-audit, compensation, and nominating and corporate governance-each of which operates under a charter

that has been approved by our board of directors.

Copies of each committee’s charter are posted on the Investors section of our

website, which is located at ispiretechnology.com.

Our board of directors has established three

standing committees-audit, compensation, and nominating and corporate governance-each of which operates under a charter that has been

approved by our board of directors.

Copies of each committee’s charter are posted on the Investors section of our website, which

is located at https://ispiretechnology.com/pages/investors#corporate-governance.

Information contained on our website is not part of

this Annual Report.

Each committee has the composition and responsibilities described below.

of directors may from time to time establish other committees.

Our board of directors may from time to

time establish other committees.

Audit Committee

Our audit committee consists

of Brent Cox, John Fargis and Christopher Robert Burch, with Mr.

Our Audit Committee

consists of Brent Cox, John Fargis and Christopher Robert Burch, with Mr.

Cox as chair.

We have determined that each of these three directors satisfies

the “independence” requirements of the Nasdaq Listing Rules and meet the independence standards under Rule 10A-3 under the

Exchange Act.

We have determined that Brent Cox and Christopher Robert Burch qualify as an “audit committee financial expert.”

The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements.

The audit committee

is responsible for, among other things:

selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

discussing the annual audited financial statements with management and the independent registered public accounting firm;

reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

annually reviewing and reassessing the adequacy of our audit committee charter;

meeting separately and periodically with management and the independent registered public accounting firm;

monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance;

reporting regularly to the board.

Our audit committee reviews

all proposed related party transactions on an ongoing basis and any such transactions must be approved by the audit committee.

committee also approves certain pricing matters pursuant to our supply agreements with Shenzhen Yi Jia.

In determining whether to approve

a related party transaction, the audit committee considers, among other factors, the following factors to the extent relevant to the related

party transaction:

whether the terms of the related party transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related party;

whether there are business reasons for us to enter into the related party transaction;

whether the related party transaction would impair the independence of an outside director;

whether the related party transaction or the approval of the related party transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the director, executive officer or the related party, the direct or indirect nature of the director’s, executive officer’s or the related party’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the audit committee deems relevant;

any pre-existing contractual obligations.

We have determined that each of these three directors

satisfies the “independence” requirements of the Nasdaq Listing Rules and meet the independence standards under Rule 10A-3

under the Exchange Act.

We have determined that Brent Cox and Christopher Robert Burch qualify as an “audit committee financial

expert.” The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements.

The Audit Committee is responsible for, among other things:

selecting the independent

registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent

registered public accounting firm;

reviewing with the independent

registered public accounting firm any audit problems or difficulties and management’s response;

reviewing and approving

all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

discussing the annual audited

financial statements with management and the independent registered public accounting firm;

reviewing the adequacy

and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control

major financial risk exposures;

annually reviewing and

reassessing the adequacy of our audit committee charter;

meeting separately and

periodically with management and the independent registered public accounting firm;

monitoring compliance with

our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance;

reporting regularly to

Our audit committee

reviews all proposed related party transactions on an ongoing basis and any such transactions must be approved by the audit committee.

The audit committee also approves certain pricing matters pursuant to our supply agreements with Shenzhen Yi Jia.

In determining whether

to approve a related party transaction, the audit committee considers, among other factors, the following factors to the extent relevant

to the related party transaction:

whether the terms of the

related party transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related

whether there are business

reasons for us to enter into the related party transaction;

whether the related party

transaction would impair the independence of an outside director;

whether the related party

transaction or the approval of the related party transaction would present an improper conflict of interest for any director or executive

officer, taking into account the size of the transaction, the overall financial position of the director, executive officer or the

related party, the direct or indirect nature of the director’s, executive officer’s or the related party’s interest

in the transaction and the ongoing nature of any proposed relationship, and any other factors the audit committee deems relevant;

any pre-existing contractual

Compensation Committee

Our compensation committee

consists of Christopher Robert Burch, Brent Cox and John Fargis, with Brent Cox as chair.

We have determined that each of these directors

satisfies the “independence” requirements of the Nasdaq Listing Rules.

The compensation committee assists the board in reviewing

and approving the compensation structure, including all forms of compensation relating to our directors and executive officers.

Liu,our co-chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon.

compensation committee is responsible for, among other things:

reviewing and approving, or recommending to the board for its approval, the compensation for our co-chief executive officers and other executive officers;

reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;

reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements;

selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Our Compensation Committee consists of Christopher

Robert Burch, Brent Cox and John Fargis, with Brent Cox as chair.

We have determined that each of these directors satisfies the “independence”

requirements of the Nasdaq Listing Rules.

The Compensation Committee assists the board in reviewing and approving the compensation structure,

including all forms of compensation relating to our directors and executive officers.

Tuanfang Liu, our co-chief executive officer may

not be present at any committee meeting during which his compensation is deliberated upon.

The Compensation Committee is responsible

for, among other things:

reviewing and approving,

or recommending to the board for its approval, the compensation for our co-chief executive officers and other executive officers;

reviewing and recommending

to the board for determination with respect to the compensation of our non-employee directors;

reviewing periodically

and approving any incentive compensation or equity plans, programs or other similar arrangements;

selecting compensation

consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence

from management.

Nominating and Corporate Governance Committee

Our nominating and corporate

governance committee consists of Tuanfang Liu, Brent Cox and John Fargis, with Tuanfang Liu as chair.

Our Nominating and Corporate Governance Committee

consists of Tuanfang Liu, Brent Cox and John Fargis, with Tuanfang Liu as chair.

We have determined that Mr.

Fargis satisfy the “independence” requirements of the Nasdaq Listing Rules.

Because we are a controlled corporation,

we have included Tuanfang Liu, our co-chief executive officer, who is not an independent director, as a member and chair of the nominating

and corporate governance committee.

The nominating and corporate governance committee assists the board in selecting individuals qualified

to become our directors and in determining the composition of the board and its committees.

The nominating and corporate governance committee

is responsible for, among other things:

recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;

reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us;

selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself;

developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices;

evaluating the performance and effectiveness of the board as a whole.

Fargis satisfy

the “independence” requirements of the Nasdaq Listing Rules.

Because we are a controlled corporation, we have included Tuanfang

Liu, our co-chief executive officer, who is not an independent director, as a member and chair of the Nominating and Corporate Governance

The Nominating and Corporate Governance Committee assists the board in selecting individuals qualified to become our directors

and in determining the composition of the board and its committees.

The Nominating and Corporate Governance Committee is responsible

for, among other things:

● recommending

nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;

annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,

experience, expertise, diversity and availability of service to us;

and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well

as of the nominating and corporate governance committee itself;

and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments

in the law and practice of corporate governance and our compliance with such laws and practices;

the performance and effectiveness of the board as a whole.

Meetings of the Board and Committees

Our independent directors

were appointed, and the committees were formed, at the time of our initial public offering in April 2023.

During the period from our initial

public offering until June 30, 2023, our board of directors met telephonically one time and also acted by unanimous written consent.

this period, the audit committee met one time, the nominating and corporate governance committee met once and the compensation committee

did not meet.

Our independent directors were appointed, and

the committees were formed, at the time of our initial public offering in April 2023.

During the period from June 30, 2023 until June

30, 2024, our board of directors met telephonically five times and also acted by unanimous written consent.

During this period, the audit

committee met four times, the nominating and corporate governance committee did not meet and the compensation committee met once meet.

Code of Conduct

Our board of directors has

adopted a written code of conduct that applies to our directors, officers and employees, including our principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions.

We have posted on our website

a current copy of the code and all disclosures that are required by law or Nasdaq Marketplace Rules concerning any amendments to, or waivers

from, any provision of the code.

Our board of directors has adopted a written

code of conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions.

A current copy of the code and all disclosures

that are required by law or Nasdaq Marketplace Rules concerning any amendments to, or waivers from, any provision of the code are available

on our website at https://ispiretechnology.com/pages/investors#corporate-governance.

Information contained on our website is not part

of this Annual Report.

Insider Trading Policy

Our board of directors adopted and amended

and restated Insider Trading Policy on August 27, 2024.

A copy of our Insider Trading Policy is filed herewith as Exhibit 19.1 and is

incorporated herein by reference.

Board Leadership Structure

Our board of directors has

the ability to select the chairman of the board of directors and a chief executive officer in a manner that it considers to be in the

best interests of our company at the time of selection.

Currently, Tuanfang Liu and Michael Wang serve as our Co-Chief Executive Officers

Liu serves as chairman of the board of directors.

Our board of directors has the ability to select

the chairman of the board of directors and a chief executive officer in a manner that it considers to be in the best interests of our

company at the time of selection.

Currently, Tuanfang Liu and Michael Wang serve as our Co-Chief Executive Officers and Mr.

as chairman of the board of directors.

We currently believe that this leadership structure is in our best interests.

Additionally, three of our five members of our board of directors have been deemed to be “independent” by the board of directors,

which we believe provides sufficient independent oversight of our management.

Our board of directors, as

a whole and also at the committee level, plays an active role overseeing the overall management of our risks.

Our Audit Committee reviews

risks related to financial and operational items with our management and our independent registered public accounting firm.

of directors is in regular contact with our co-chief executive officers, who report directly to our board of directors and who supervises

day-to-day risk management.

Additionally, three

of our five members of our board of directors have been deemed to be “independent” by the board of directors, which we believe

provides sufficient independent oversight of our management.

Our board of directors, as a whole and also at

the committee level, plays an active role overseeing the overall management of our risks.

Our Audit Committee reviews risks related to

financial and operational items with our management and our independent registered public accounting firm.

Our board of directors is

in regular contact with our co-chief executive officers, who report directly to our board of directors and who supervises day-to-day

risk management.

Role of Board in Risk Oversight Process

Our board of directors believes

that risk management is an important part of establishing, updating and executing on our business strategy.

Our board of directors has

oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and

the financial condition and performance of our company.

Our board of directors focuses its oversight on the most significant risks facing

us and on our processes to identify, prioritize, assess, manage and mitigate those risks.

Our board of directors receives regular reports

from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory

While our board of directors has an oversight role, management is principally tasked with direct responsibility for management

and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

Our board of directors believes that risk management

is an important part of establishing, updating and executing on our business strategy.

Our board of directors has oversight responsibility

relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition

and performance of our company.

Our board of directors focuses its oversight on the most significant risks facing us and on our processes

to identify, prioritize, assess, manage and mitigate those risks.

Our board of directors receives regular reports from members of our

senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks.

board of directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of

risks and the implementation of processes and controls to mitigate their effects on us.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our

executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with

the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities.

These executive

officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a)

forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain

reporting persons, we believe that during the fiscal year ended June 30, 2024, all reports applicable to our executive officers, directors

and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except as set

James Patrick McCormick (our Chief Financial

Officer) filed a late Form 4.

David Hessler (our Chief Operating Officer) filed a late Form 3.

Steven Przybyla (our Chief Legal Officer)

filed a late Form 3.

Amended and Restated Bylaws

On September 24, 2024, our Board

by unanimous written consent voted to amend our bylaws and to restate our bylaws in their entirety with immediate effect.

The amendment

to our bylaws amends Section 2.03(a) to vest the power to call a special meeting of stockholders solely with our Board, in line with Section

7.01 of our certificate of incorporation.

The full text of our amended and restated bylaws is filed as Exhibit 3.2 to this Annual Report

and incorporated herein by reference.

Executive Compensation

The following table sets forth

information regarding the compensation awarded to, earned by, or paid during the years ended June 30, 2023 and 2022, to our chief executive

officer and the two most highly paid executive officers other than the chief executive officer who were serving as executive officers

at June 30, 2023.

These three officers are referred to as our “Named Executive Officers.”

Name and Principal Position

The compensation in the table for the year ended June 30, 2022 reflects compensation paid by Aspire North America and/or Aspire Science prior to the date these entities were transferred to us and does not include any dividends received or accrued by Mr.

Liu as a 95% stockholder in Shenzhen Yi Jia.

Liu’s compensation is paid in Hong Kong dollars, which are converted into U.S.

dollars at the average exchange rates during the period, which was 7.8045 Hong Kong dollars to $1.00 for the year ended June 30, 2022 and 7.8367 Hong Kong dollars to $1.00 for the year ended June 30, 2023.

Wang are currently co-chief executive officers.

Rouhani was appointed as chief operating officer on July 1, 2022.

Summary Compensation

The following table

shows information regarding the compensation of the named executive officers during the fiscal years ended June 30, 2024 and 2023.

Compensation Table 5

Fiscal Year Ending,

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Liu, Co-CEO (1)(2)

Wang, co-CEO (2)

Rouhani, President (3)

Steven Przybyla, Chief Legal Officer and Secretary

Daniel Machock (CFO)

James McCormick (CFO

Liu’s compensation

is paid in Hong Kong dollars, which are converted into U.S.

dollars at the average exchange rates during the period, which was 7.8367

Hong Kong dollars to $1.00 for the year ended June 30, 2023 and 7.8186 Hong Kong dollars to $1.00 for the year ended June 30, 2024.

Wang are currently co-chief executive

Rouhani was appointed as President on May 20, 2024.

Amounts reflect the full

grant-date fair value of RSUs and stock options granted during our most recently completed fiscal year computed in accordance with

ASC Topic 718, rather than the amounts paid to or realized by the named individual.

Grants represent a one-time

grant recognition of the executive’s efforts from 2020 through our initial public offering and is not necessarily reflective

of our compensation program going forward.

Employment Agreements

We have employment agreements

dated January 31, 2023, with Tuanfang Liu, our co-chief executive officer, and Michael Wang, our co-chief executive officer who formerly

was our chief financial officer.

January 31, 2023, we entered into an employment agreement with Mr.

Liu, our co-chief executive officer.

The employment agreement with

29 unchanged sentences

officer of Aspire Global, as the 95% owner of Shenzhen Yi Jia, he receives dividends from Shenzhen Yi Jia.

January 31, 2023, we entered into an employment agreement with Mr.

Wang, our co-chief executive

officer who formerly was our chief financial officer.

The employment agreement with Mr.

Wang has a term

of three years and continues on a quarter-to-quarter basis unless terminated by either us or Mr.

Wang on notice given not later than 30

days prior to the expiration of the initial three-year term or any quarterly extension.

Wang receives annual compensation at the rate

Any increase in his annual compensation and any bonus compensation are subject to the discretion of the Compensation Committee

Wang is also eligible for such options or other equity-based compensation, if any, as may be determined by the Compensation Committee.

has a term of three years and continues on a quarter-to-quarter basis unless terminated by

either us or Mr.

Wang on notice given not later than 30 days prior to the expiration of the

initial three-year term or any quarterly extension.

Wang receives annual compensation

at the rate of $393,447.

Any increase in his annual compensation and any bonus compensation

are subject to the discretion of the Compensation Committee and Mr.

Wang is also eligible

for such options or other equity-based compensation, if any, as may be determined by the

Compensation Committee.

The agreement has customary assignment of invention provisions.

In connection with our organization, we issued to Peak Group LLC, a limited

liability company owned by Mr.

Wang a 2% interest in Aspire Global for services rendered which, when our common stock was issued to the

holders of the Aspire Global capital stock, resulted in the issuance to Mr.

Wang of 1,000,000 shares of common stock, which were valued

The issuance of these shares is treated as compensation for services rendered by Mr.

Wang to Aspire Global, the then parent

of Aspire North America and Aspire Science, as its chief financial officer.

We have agreed to pay Daniel

Machock, our chief financial officer, an initial annual base salary of $300,000 and an annual discretionary performance bonus target

of 50% of base salary.

In addition, we have granted Mr.

Machock an option to purchase 200,000 shares of common stock at an exercise price

of $9.22 per share.

The option vests over a period of four years.

connection with our organization, we issued to Peak Group LLC, a limited liability company

Wang a 2% interest in Aspire Global for services rendered which, when our Common

Stock was issued to the holders of the Aspire Global capital stock, resulted in the issuance

Wang of 1,000,000 shares of Common Stock, which were valued at $473,235.

of these shares is treated as compensation for services rendered by Mr.

Wang to Aspire Global,

the then parent of Aspire North America and Aspire Science, as its chief financial officer.

Tirdad Rouhani

June 25, 2024, we entered into an executive employment agreement with Mr.

Rouhani, our President.

The employment agreement with Mr.

Rouhani has a three-year term and continues on a year-to-year

basis unless terminated by either us or Mr.

Rouhani on written notice given not later than

180 days prior to the expiration of the initial term or any one-year extension.

will receive an annual base salary of $410,000, which may be increased from time to time,

but not decreased, during the term of the Rouhani Agreement.

Rouhani is eligible for

an annual discretionary bonus with a bonus target of 50% of his annual base salary, subject

to the discretion of the Compensation Committee.

Rouhani is eligible for any fringe benefits

offered by us on the same terms and conditions as other executives, including group health

benefits and a 401k retirement plan.

In the event Mr.

Rouhani is terminated without Cause

or resigns for Good Reason, Mr.

Rouhani is entitled to severance in the amount of twelve

months’ then-applicable base salary and immediate accelerated vesting of 50% of any

unvested Equity Grants (as that term is defined in our 2020 Equity Incentive Plan (the “Plan”))

Rouhani has received under the Plan, regardless of the terms of the Plan or any

award agreement.

The Rouhani Agreement contains customary assignment of invention and confidentiality

James Patrick McCormick

May 9, 2024, we entered into an offer letter with Mr.

We have agreed to compensate Mr.

McCormick, our chief financial officer,

an initial annual base salary of $300,000 and an annual discretionary performance bonus target of 50% of base salary.

In addition, the

Board granted him an option to purchase 200,000 shares of our Common Stock on May 17, 2024.

The options will vest over a period of four

Steven Przybyla

June 25, 2024, we entered into an executive employment agreement with Mr.

Przybyla, our Chief Legal Officer and Secretary (the “Przybyla

Przybyla’s employment with us is at will and may be terminated by either Mr.

Przybyla or us at any time,

for any reason, or no reason.

Przybyla will receive an annual base salary of $400,000, which may be increased from time to time,

but not decreased, during the term of his employment.

Przybyla is eligible for an annual discretionary bonus with a bonus target

of 50% of his annual base salary, subject to the discretion of the compensation committee of our board.

Pzybyla is eligible for any

fringe benefits offered by us on the same terms and conditions as other executives, including group health benefits and a 401k retirement

We have agreed to bear the costs associated with Mr.

Pzybyla’s maintenance of his professional licenses.

In the event Mr.

Przybyla is terminated without cause or resigns for good reason, Mr.

Przybyla is entitled to severance in the amount of twelve months’

then-applicable base salary and immediate accelerated vesting of 50% of any unvested equity grants (as that term is defined in the Plan)

Przybyla has received under the Plan, regardless of the terms of the Plan or any award agreement.

The Przybyla Agreement contains

customary assignment of invention and confidentiality provisions.

Employee Benefit Plans

1 unchanged sentence

In October 2022, our directors and stockholders

approved the 2022 Equity Incentive Plan (the “Plan”) pursuant to which up to 15,000,000 shares of common stock may be issued

pursuant to options or restricted stock grants.

The Plan is administered by the Board of Directors.

Awards under the Plan may be granted

to officers, directors, employees and those consultants who qualify as a consultant or advisor under the instructions to Form S-8.

Compensation Committee has broad discretion in making awards;

provided that any options shall be exercisable at the fair market value

on the date of grant.

approved the 2022 Equity Incentive Plan.

On August 9, 2024, Mr.

Liu, as majority shareholder, and the Board, approved an amended and

restated 2022 Equity Incentive Plan – which was sent to all shareholders of record as of August 9, 2024 and was filed on Schedule14C

with the SEC on August 29, 2024 (the “Plan”).

Under the Plan, up to 15,000,000 shares of Common Stock may be issued pursuant

to a variety of equity award types.

The Plan is administered by the Compensation Committee of the Board.

Awards under the Plan may be

granted to officers, directors, employees and those consultants who qualify as a consultant or advisor under the instructions to Form

The Compensation Committee has broad discretion in making awards;

provided that any options shall be exercisable at the fair market

value on the date of grant.

Outstanding Equity Awards

1 unchanged sentence

awards under the Plan.

On August 3, 2023, the board of directors (i) authorized

the issuance of a total of 4,483 shares of common stock to Brent Cox, John Fargis and Joel Paritz who were our independent directors on

the date of our initial public offering as described below under Director Compensation.

On September 4, 2023, the board of directors,

as the administrator of the Plan, granted options to purchase a total of 2,605,000 shares of common stock at an exercise price of $9.76

per share being the closing price on the common stock on the trading day before the date of grant (which was a legal holiday).

become exercisable cumulatively as to 25% of the shares subject to the option on the first four anniversaries of the date of grant.

September 4, 2023, the board of directors also issued 587,235 restricted stock units which vest cumulatively as to one-third of the restricted

stock units on each of the first three anniversaries of the date of grant.

The following table sets forth the options and restricted stock

grants issued to our executive officers and all other employees as a group.

Shares subject to Options

The following table summarizes information

about all outstanding unvested equity awards held by our named executives as of June 30, 2024

Outstanding Awards at June 30, 2024

Non-qualified stock options

Tirdad Rouhani

In granting the options and restricted stock grants, the board agreed

to accelerate the vesting of the options and the restricted stock grants to Mr.

Rouhani and Mr.

Machock and four other option

holders and three other restricted stock grantees in the event of a change of control.

Steven Pryzbyla

James McCormick

of Securities Underlying Unexercised Options (#) Exercisable (2)

of Securities Underlying Unexercised Options (#) Unexercsiable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Price ($)

Expiration Date

of Shares or Units of Stock that Have Not Vested (#)

Value of Shares or Units of Stock that Have Not Vested ($)(1)

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

Payout Value of

Vested ($)(1)

Amounts are calculated

based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on the Nasdaq Capital

Market on June 28, 2024, the last trading day of our last completed fiscal year, which was $8.00.

The options shown in this

column were fully vested as of the end of the most recently completed fiscal year.

The options will vest over

a four-year period with twenty-five percent (25%) of the Shares subject to the stock option vesting on the one (1) year anniversary

of September 4 th , 2023, and then an additional an additional 1/36th of the remaining unvested Shares subject to the stock

option shall vest thereafter on the first day of each calendar month, subject to the executive’s continued service.

The options will vest over

a four-year period with twenty-five percent (25%) of the Shares subject to the stock option vesting on the one (1) year anniversary

of September 4 th , 2023, and then an additional an additional 1/36th of the remaining unvested Shares subject to the stock

option shall vest thereafter on the first day of each calendar month, subject to the executive’s continued service.

The options will vest over

a four-year period with twenty-five percent (25%) of the Shares subject to the stock option vesting on the one (1) year anniversary

of September 4 th , 2023, and then an additional an additional 1/36th of the remaining unvested Shares subject to the stock

option shall vest thereafter on the first day of each calendar month, subject to the executive’s continued service.

The options will vest over

a four-year period with twenty-five percent (25%) of the Shares subject to the stock option vesting on the one (1) year anniversary

of May 17, 2024 and then an additional an additional 1/36th of the remaining unvested Shares subject to the stock option shall vest

thereafter on the first day of each calendar month, subject to the executive’s continued service.

Grants represent a one-time grant recognition of the executive’s

efforts from 2020 through our initial public offering and is not necessarily reflective of our compensation program going forward.

Compensation Recovery Policy

On November 27, 2023, our Board of Directors

adopted a policy (commonly known as a “clawback” policy) which provides for the recovery of erroneously awarded incentive

compensation to certain of our officers in the event that we are required to prepare an accounting restatement due to material noncompliance

by us with any financial reporting requirements under the federal securities laws.

This policy is designed to comply with Section 10D

of the Securities Exchange Act of 1934, as amended, related rules and the listing standards of Nasdaq Stock Market or any other securities

exchange on which our shares are listed in the future.

The policy is administered by our Board of Directors or, if so designated by the

Board of Directors, the Compensation Committee.

Any determinations made by the Board shall be final and binding on all affected individuals.

Erroneously Awarded Compensation Analysis

As discussed below in the

notes to our consolidated financial statements under the headings “ Note 2.

Restatement of Previously Issued Financial Statements ”

and “ Note 20.

Quarterly Financial Data (Unaudited and Restated) ”, we are restating our audited financial statements

for the year ended June 30, 2023, as well as our unaudited financial statements as of and for the periods ended September 30, 2023, December

31, 2023, and March 31, 2024.

Under our Equity Compensation Clawback Policy (the “Clawback Policy”), filed herewith as Exhibit

97.1 and incorporated herein by reference, in the event of an accounting restatement to correct an error in previously issued financial

statements that is material to the previously issued financial statements, the amount of Incentive-Based Compensation (as defined in the

Clawback Policy) subject to recovery from an executive officer is equal to the amount of Incentive-Based Compensation received by an executive

officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been received by the executive officer had it

been determined based on the restated amounts.

The revisions to our previously issued financial statements did not impact any financial

metric utilized to determine Incentive-Based Compensation during the relevant periods.

Further, no Incentive-Based Compensation was awarded

to any of our executive officers during the relevant periods, nor did any equity Incentive-Based Compensation vest as a result of our

stock price during the relevant periods.

As a result, we determined that there was no Erroneously Awarded Compensation (as defined in

the Clawback Policy) to be recovered under our Clawback Policy as a result of the restatements.

The individuals covered by this policy (the “Covered

Executives”) are any current or former employee who is or was identified as our president, principal financial officer, principal

accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business

unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or

any other person (including any executive officer of our subsidiaries or affiliates) who performs similar policy-making functions for

The policy covers our recoupment of “Incentive-Based

Compensation” (as defined in the policy) received by a person after beginning service as a Covered Executive and who served as

a Covered Executive at any time during the performance period for that Incentive Compensation.

In the event we are required to prepare

an accounting restatement, the policy requires us to recover, reasonably promptly, any excess incentive compensation (as determined by

our Board of Directors or Compensation Committee) received by any Covered Executive during the three completed fiscal years immediately

preceding the date on which we are required to prepare such accounting restatement.

Limitation of Liability and Indemnification

Our certificate of incorporation limits the liability

of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated under the DGCL.

Consequently, our directors will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except

liability for any of the following:

any breach of their duty of loyalty to us or our stockholders;

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL;

any transaction from which the director derived an improper personal benefit.

Our certificate of incorporation limits the

liability of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated

under the Delaware General Corporation Law (the “DGCL”).

Consequently, our directors will not be personally

liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following:

any breach of their duty

of loyalty to us or our stockholders;

acts or omissions not in

good faith or that involve intentional misconduct or a knowing violation of law;

unlawful payments of dividends

or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL;

any transaction from which

the director derived an improper personal benefit.

Our certificate of incorporation and bylaws also

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of our bylaws and is qualified in its entirety by reference to these documents, each of which is filed as an exhibit to this Annual Report.

The limitation of liability

and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against

directors for breach of their fiduciary duties.

They may also reduce the likelihood of derivative litigation against directors and officers,

even though an action, if successful, might benefit us and our stockholders.

A stockholder’s investment may be harmed to the extent

we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification

for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions,

we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act

and may be unenforceable.

There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification

is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director

The limitation of liability and indemnification

provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach

of their fiduciary duties.

They may also reduce the likelihood of derivative litigation against directors and officers, even though an

action, if successful, might benefit us and our stockholders.

A stockholder’s investment may be harmed to the extent we pay the

costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification for liabilities under

the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been

informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and may be unenforceable.

There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor

are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Director Compensation

The following table shows the compensation paid

to our directors who are not Named Executive Officers during the year ended June 30, 3023.

The following table

shows the compensation paid to our directors who are not Named Executive Officers during the year ended June 30, 2024.

Jiangyan Zhu (1)

Christopher Robert Burch

Joel Paritz (2)

Zhu’s compensation is paid in Hong Kong dollars, which are converted into U.S.

dollars at the average exchange rates during the period, which was 7.8367 Hong Kong dollars to $1.00 for the year ended June 30, 2023.

dollars at the average exchange rates during the

period, which was 7.8186 Hong Kong dollars to $1.00 for the year ended June 30, 2024.

Paritz resigned as a director on July 1, 2023.

We have an agreement with Ms.

(3) As of June 30, 2024:

received 3,631 shares of stock awards

Cox has received 6,141 shares of stock awards

Fargis has received 4,912 shares of stock awards

Paritz has received 1,601 shares of stock awards

Zhu has received 0 shares of stock awards

Liu has received 0 shares of stock awards

We have an agreement

Zhu pursuant to which we pay her annual compensation of 720,000 Hong Kong dollars.

Zhu is also a director of Aspire Global, and she does not receive compensation from Aspire Global.

On August 3, 2023, the board of directors (i) authorized the issuance of a total of 4,483 shares of common stock to Brent Cox, John Fargis and Joel Paritz who were our independent directors on the date of our initial public offering as described below, and (ii) adopted the non-employee director compensation policy.

Zhu is also a director of Aspire Global,

and she does not receive compensation from Aspire Global.

On August 3, 2023,

the board of directors (i) authorized the issuance of a total of 4,483 shares of Common Stock to Brent Cox, John Fargis and Joel Paritz

who were our independent directors on the date of our initial public offering as described below, and (ii) adopted the non-employee director

compensation policy.

Pursuant to the non-employee director compensation policy:

● Each outside director (a director who is not also serving

as an employee of us or any of our subsidiaries) shall receive an annual cash retainer of $48,000 for his or her service on the Board,

and each outside director who serves as chair of the Audit Committee will be paid an additional annual cash retainer of $12,000.

payment is made in four equal quarterly installments.

The retainer is pro rated if the outside director is not an outside director for

the entire quarter.

● Each outside director automatically will be granted fully

vested shares of the common stock equal in value to such outside director’s retainer for the calendar quarter.

The number of shares

granted shall be equal to:

(A) the retainer earned by the outside director for such calendar quarter, divided by (B) the volume-weighted

average price, generally known as VWAP, of our common stock on the principal trading market on which our common stock trades during each

trading day of the preceding calendar quarter, rounded down to the nearest whole share.

To be eligible for a quarterly share grant an

outside director must be serving as an outside director on the last day of the calendar quarter.

The shares shall be granted pursuant

to our 2022 Equity Incentive Plan or any successor plan.

The compensation policy is effective commencing with the quarter beginning

July 1, 2023.

In August 2023, we issued, pursuant to the Plan, 1,601 shares of common stock to each of Brent Cox, a director,

and Joel Paritz, a former director, and 1,281 shares of common stock to John Fargis, a director, for service as a director and, in the

Paritz, for service as audit committee chair.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding

the beneficial ownership of our shares of common stock as of September 15, 2023 by:

holder of 5% or more of our common stock;

member of our board of directors;

Named Executive Officer;

directors and executive officers as a group

For purposes of the following table, “beneficial

ownership” means the sole or shared power to vote, or to direct the voting of, a security, or sole or shared investment power with

respect to a security, or any combination thereof, and the right to acquire such power (for example, through the exercise of warrants

granted by us) within 60 days of September 15, 2023.

Unless otherwise indicated, the person identified in this table has sole voting and

investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

otherwise noted, the mailing address of each listed beneficial owner is 19700 Magellan Dr, Los Angeles, CA 90502

Name of Beneficial Owners (1)

Each outside director (a

director who is not also serving as an employee of us or any of our subsidiaries) shall receive an annual cash retainer of $48,000

for his or her service on the Board, and each outside director who serves as chair of the Audit Committee will be paid an additional

annual cash retainer of $12,000.

The payment is made in four equal quarterly installments.

The retainer is pro rated if the outside

director is not an outside director for the entire quarter.

outside director automatically will be granted fully vested shares of the Common Stock equal in value to such outside director’s

retainer for the calendar quarter.

The number of shares granted shall be equal to:

(A) the retainer earned by the outside director

for such calendar quarter, divided by (B) the volume-weighted average price, generally known as VWAP, of our common stock on the

principal trading market on which our Common Stock trades during each trading day of the preceding calendar quarter, rounded down

to the nearest whole share.

To be eligible for a quarterly share grant an outside director must be serving as an outside director

on the last day of the calendar quarter.

The shares shall be granted pursuant to our 2022 Equity Incentive Plan or any successor

The compensation policy is effective commencing with the quarter beginning July 1, 2023.

In August 2023, we issued, pursuant

to the Plan, 1,601 shares of Common Stock to each of Brent Cox, a director, and Joel Paritz, a former director, and 1,281 shares

of Common Stock to John Fargis, a director, for service as a director and, in the case of Mr.

Paritz, for service as

audit committee chair.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

As of September 24, 2024, we had 56,641,041 shares of Common Stock

issued and outstanding.

Holders of Common Stock are entitled to one vote per share.

The following table sets forth information with respect

to the beneficial ownership of our Common Stock as of September 24, 2024:

each person, or group of affiliated persons, who is the beneficial

owner of more than 5% of the outstanding Common Stock of the Company;

each executive officer

and director of the Company;

all of the Company’s

executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC

and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment

power of that security, including securities that are exercisable or convertible, as the case may be, within 60 days of September 24,

Shares of Common Stock issuable pursuant to such securities are deemed outstanding for computing the percentage of the person holding

such securities and the percentage of any group of which the person is a member but are not deemed outstanding for computing the percentage

of any other person.

Except as indicated by the footnotes below, the combined Company believes, based on the information furnished to

it, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown that

they beneficially own, subject to community property laws where applicable.

The information does not necessarily indicate beneficial ownership

for any other purpose, including for purposes of Section 13(d) and 13(g) of the Securities Act.

The percentage of shares beneficially owned is based on 56,641,041

shares of Company Common Stock outstanding as of September 24 2024.

Unless otherwise noted below, the address of

the persons listed on the table is c/o Ispire Technology Inc., 19700 Magellan Dr., Los Angeles, CA 90502.

Beneficial ownership representing less than 1%

is denoted with an asterisk (*).

Beneficial Ownership

Name of Beneficial Owner (1)

Greater than 5% Stockholders:

Tuanfang Liu and Jiangyan Zhu (2)(3)(4)

Pride Worldwide Investment Limited (2)(3)

Michael Wang (5)

Current Executive Officers and Directors:

Tirdad Rouhani

Steven Przybyla

James Patrick McCormick

Christopher Robert Burch

All directors and officers as a group (six individuals owning stock) (2)(3)(5)

Less than 1%.

The percentage of ownership is based on 54,856,231 shares of common

stock outstanding on September 15, 2023.

The business address of Pride Worldwide Investment Limited is 14 Jian’an Road, Tangwei Fuyong Town, Bao’an District, Shenzhen, Guangdong Province, China.

The shares beneficially owned by Tuanfang Liu, our co-chief executive officer, are held by Pride Worldwide Investment Limited.

Liu is the sole stockholder and holds the voting and dispositive power over the common stock held by such entity.

All current executive officers and directors as a group (ten individuals)

The percentage of ownership is based on 56,641,041 shares of Common Stock outstanding

on September 24, 2024.

The business address of

Pride Worldwide Investment Limited is 14 Jian’an Road, Tangwei Fuyong Town, Bao’an District, Shenzhen, Guangdong Province,

The shares beneficially owned by Tuanfang Liu, our co-chief executive

officer, are held by Pride Worldwide Investment Limited.

Liu is the sole stockholder and holds the voting and dispositive power over

the Common Stock held by such entity.

Liu disclaims beneficial interest in shares beneficially owned by his wife, Jiangyan Zhu.

The shares beneficially owned Jiangyan Zhu, our

director and spouse of Tuanfang Liu, are held by Honor Epic International Limited.

Zhu is the sole stockholder and holds the voting

and dispositive power over the common stock held by such entity.

Zhu disclaims beneficial interest in shares beneficially owned by

The shares beneficially owned by Michael Wang are held by Peak Group LLC.

The shares beneficially owned Jiangyan Zhu, our director and spouse

of Tuanfang Liu, are held by Honor Epic International Limited.

Zhu is the sole stockholder and holds the voting and dispositive power

over the Common Stock held by such entity.

Zhu disclaims beneficial interest in shares beneficially owned by her husband.

The shares beneficially owned by Michael Wang are held by Peak Group

Wang has sole voting and dispositive powers over the shares of Common Stock owned by Peak Group LLC.

* Represents beneficial ownership of less than 1%.

Certain Relationships and Related Transactions, and Director Independence

The following are transactions

from July 1, 2021 through June 30, 2023 between us, and enterprises that directly or indirectly through one or more intermediaries, control

or are controlled by, or are under common control with, (a) us, (b) our directors;

interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individual’s

(d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling

our activities of the Company, including senior management of companies and close members of such individuals’ families;

enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d)

or over which such a person is able to exercise significant influence.

The following are forth the

major related parties and their relationships with us:

Name of related parties and relationship with the Company

- Tuanfang Liu is the chief executive officer and chairman of the Company.

Represents beneficial ownership

of less than 1%.

Certain Relationships and Related

Transactions, and Director Independence

The following are transactions from July 1, 2022

through June 30, 2024 between us, and enterprises that directly or indirectly through one or more intermediaries, control or are controlled

by, or are under common control with, (a) us, (b) our directors;

power of the Company that gives them significant influence over us, and close members of any such individual’s family;

(d) key management

personnel, that is, those persons having authority and responsibility for planning, directing and controlling our activities, including

senior management of companies and close members of such individuals’ families;

and (e) enterprises in which a substantial interest

in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise

significant influence.

The following are forth the major related parties

and their relationships with us:

Name of related parties and Relationship with the

- Tuanfang Liu is the Chairman of the Company.

- Jiangyan Zhu is the wife of Tuanfang Liu and a director of the Company.

- Eigate (Hong Kong) Technology Co., Limited (“Eigate”) is a company wholly owned and controlled by our chief executive officer.

- Aspire Global is a company controlled by the chief executive officer of the Company.

- Shenzhen Yi Jia is 95% owned by the Company’s chief executive officer and 5% by the chief executive officer’s cousin.

Tuanfang Liu is also Aspire

Global’s chief executive officer and a director of both us and Aspire Global, and his wife, Jiangyan Zhu, is also a director of

both companies.

Zhu beneficially own 66.5% and 5.0%, respectively, of our outstanding common stock and of the outstanding

shares of Aspire Global.

Michael Wang, our chief financial officer, was chief financial officer of Aspire Global from August 2020 until

September 2022.

In connection with our organization

in July 2022, we issued a total 50,000,000 shares to the holders of capital stock of Aspire Global in the same proportion as their share

ownership in Aspire Global.

Prior to the transfer of Aspire North America and Aspire Science to us, Aspire Global issued a 2% equity interest

to an entity owned by Michael Wang, our co-chief executive officer, who was Aspire Global’s and our chief financial officer, and

a 1.1% interest in Aspire Global to an entity owned by a consultant, in each case for services rendered to Aspire Global and its subsidiaries.

- Eigate (Hong Kong) Technology Co., Limited (“Eigate”) is wholly-owned and

controlled by the Company’s Chairman.

- Aspire Global Inc.

(Aspire Global) is a company controlled by the Company’s Chairman.

- Aspire International Hong Kong Limited is a wholly-owned subsidiary of Aspire Global.

- Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company’s chairman

and 5% by the chairman’s cousin.

Liu is also Aspire Global’s chief executive officer and a director of both us and Aspire Global, and his wife, Jiangyan Zhu, is

also a director of both companies.

As of June 30, 2024, Mr.

Zhu beneficially own 58.9% and 4.4%, respectively, of our outstanding

Common Stock.

As of June 30, 2024, Mr.

Zhu beneficially own 66.5% and 5% of the outstanding shares of Aspire Global, respectively.

Michael Wang, our chief financial officer, was chief financial officer of Aspire Global from August 2020 until September 2022.

In connection with our organization in July 2022,

we issued a total 50,000,000 shares to the holders of capital stock of Aspire Global in the same proportion as their share ownership in

Aspire Global.

Prior to the transfer of Aspire North America and Aspire Science to us, Aspire Global issued a 2% equity interest to an

entity owned by Michael Wang, our co-chief executive officer, who was Aspire Global’s and our chief financial officer, and a 1.1%

interest in Aspire Global to an entity owned by a consultant, in each case for services rendered to Aspire Global and its subsidiaries.

When we issued 50,000,000 shares of Common Stock to the holders of Aspire Global capital stock, these issuances resulted in the entities

3 unchanged sentences

that had identical stockholders as Aspire Global, these shares are deemed to be outstanding since July 1, 2020.

connection with the restructure of Aspire Global, on July 29, 2022, for no consideration:

Global transferred 100% of the equity interest in Aspire North America to us.

Holdings transferred 100% of the equity of Aspire Science to our subsidiary, Ispire International.

the year ended June 30 , 2020, Aspire Science, declared a dividend of $3,832,272, which is payable to Tuanfang Liu, who, at the

date the dividend was declared, was the sole stockholder of Aspire Science.

The dividend was declared prior to the transfer of the equity

interest in Aspire Science by Mr.

Liu to a subsidiary of Aspire Global, which subsequently transferred the equity interest to Ispire

International.

During the year ended June 30, 2022, Aspire Science paid $469,633 to Mr.

In connection with the restructure of Aspire

Global, on July 29, 2022, for no consideration:

Aspire Global transferred

100% of the equity interest in Aspire North America to us.

Aspire Holdings transferred

100% of the equity of Aspire Science to our subsidiary, Ispire International.

In the year ended June 30, 2020, Aspire Science,

declared a dividend of $3,832,272, which is payable to Tuanfang Liu, who, at the date the dividend was declared, was the sole stockholder

of Aspire Science.

The dividend was declared prior to the transfer of the equity interest in Aspire Science by Mr.

Liu to a subsidiary

of Aspire Global, which subsequently transferred the equity interest to Ispire International.

During the year ended June 30, 2022, Aspire

Science paid $469,633 to Mr.

Liu, and the balance due to Mr.

Liu was $3,362,639

and $3,384,678 at December 31, 2022, which was paid on February 2, 2023.

For the years ended June 30,

2022 and 2023, substantially all of the Company’s tobacco and cannabis vaping products were purchased from Shenzhen Yi Jia.

June 30, 2022 and 2023, the accounts payable - related party was $41,982,373 and $51,698,588, respectively, which was payable to

Shenzhen Yi Jia.

Liu was $3,362,639 and $3,384,678 at December 31, 2022, which was paid on

February 2, 2023.

the years ended June 30, 2023 and 2024, the majority of our tobacco and cannabis vaping products were purchased from Shenzhen Yi Jia.

As of June 30, 2023 and 2024, the accounts payable - related party was $51,698,588 and $67,046,472, respectively, which was payable

to Shenzhen Yi Jia.

For the years ended June 30, 2023 and 2024, the purchases from Shenzhen Yi Jia were $83,060,957 and $91,324,614,

6 unchanged sentences

Liu, and Eigate lent money to Aspire Science for working capital.

On February 2, 2023, we made the payments to

On February 2, 2023, we made the payments

Liu and Eigate.

5 unchanged sentences

who is based in mainland China, to go to the bank in Hong Kong and be subject to quarantine when he returns to mainland China.

Since January

8, 2023, no centralized quarantine or mass PCR testing will be undertaken on travelers entering mainland China.

Travelers to mainland

China are only required to take PCR test 48 hours prior to their departure and report the PCR test findings on their customs health declaration

Only those whose test results are positive prior to departure will have to postpone their travel until the PCR results turn negative.

January 8, 2023, no centralized quarantine or mass PCR testing will be undertaken on travelers entering mainland China.

mainland China are only required to take PCR test 48 hours prior to their departure and report the PCR test findings on their customs

health declaration form.

Only those whose test results are positive prior to departure will have to postpone their travel until the PCR

results turn negative.

As a result of these changes, Mr.

Liu was able to travel to Hong Kong to make the payments without being subject to quarantine upon his

At June 30, 2022 and June

30, 2023, we had the following balance due from related parties:

As of June 30,

Shenzhen Yi Jia

The balances are payment made

by Aspire Science on behalf of these related parties.

These balances were all non-interest bearing, unsecured, have no due date and are

repayable on demand, and were paid in full on November 28.

Our audit committee reviews and approves all proposed related party transactions,

as defined in Item 404 of Regulation S-K under the Securities Act.

The audit committee will not approve any loan or extension of credit

in the form of personal loans to or for the benefit of any director or executive officer.

On July 29, 2022, for

no consideration:

Global transferred 100% of the equity interest in Aspire North America to the Company, and

Holdings transferred 100% of the equity of Aspire Science to Ispire International.

These transfers were made

in connection with a restructure by Aspire Global pursuant to which the equity in Aspire North America and Aspire Science was transferred

At the time of the transfer, we had the same stockholders as Aspire Global and the stockholders held the same percentage equity

interest in both us and Aspire Global.

Pursuant to the Intellectual

Property Transfer Agreement, Mr.

Liu, Aspire Global and Shenzhen Yi Jia agreed to transfer to Aspire North America all patent and other

intellectual property rights, including trademarks, Know-how and Know-how Documentation, as defined in the agreement, relating to the

cannabis vaping products, and to transfer to us any new intellectual property developed or acquired by Mr.

Liu, Aspire Global and Shenzhen

Yi Jia which relates to cannabis vaping products.

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

have been transferred to Aspire North America.

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

Liu, Aspire Global and/or Shenzhen Yi Jia that relate, directly or indirectly, to the tobacco vaping 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

January 2023, Aspire North America and Aspire Science entered into supply agreements with Shenzhen Yi Jia pursuant to which:

Yi Jia agreed to sell products to us at the most favorable market price that it sells similar

products to third parties and such prices must be commercially reasonable in order to enable

us to generate a gross margin based on purchase prices or a purchase price structure acceptable

Liu was able to travel to Hong Kong to make the payments without being subject

to quarantine upon his return.

On July 29, 2022, for no consideration:

Aspire Global transferred

100% of the equity interest in Aspire North America to the Company, and

Aspire Holdings transferred

100% of the equity of Aspire Science to Ispire International.

These transfers were made in connection with

a restructure by Aspire Global pursuant to which the equity in Aspire North America and Aspire Science was transferred to us.

time of the transfer, we had the same stockholders as Aspire Global and the stockholders held the same percentage equity interest in

both us and Aspire Global.

Pursuant to the Intellectual Property Transfer

Agreement, Mr.

Liu, Aspire Global and Shenzhen Yi Jia agreed to transfer to Aspire North America all patent and other intellectual property

rights, including trademarks, Know-how and Know-how Documentation, as defined in the agreement, relating to the cannabis vaping products,

and to transfer to us any new intellectual property developed or acquired by Mr.

Liu, Aspire Global and Shenzhen Yi Jia which relates

to cannabis vaping products.

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

transferred to Aspire North America.

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.

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

Pursuant to the License Agreement, neither

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.

In January 2023, Aspire North America and Aspire

Science entered into supply agreements with Shenzhen Yi Jia pursuant to which:

Shenzhen Yi Jia agreed

to sell products to us at the most favorable market price that it sells similar products to third parties and such prices must be

commercially reasonable in order to enable us to generate a gross margin based on purchase prices or a purchase price structure acceptable

to our audit committee.

Yi Jia is to provide us with quality products and services in a timely manner, to provide

to our customers the same warrant that we provide to our customer and to honor the warranty.

Yi Jia is to give us first priority to the manufacture of our products over any other manufacturing

obligations it has.

need to provide Shenzhen Yi Jia with periodic forecasts and place orders consistent with

the forecasts.

intellectual property developed in connection with the manufacture of the cannabis products

will be assigned, and the patents and patent applications have been assigned, to Aspire North

America pursuant to the Intellectual Property Transfer Agreement and any intellectual property

developed in connection with the manufacture of tobacco products will be licensed to Aspire

Science pursuant to the Intellectual Property License Agreement.

agreement has an initial term of ten years, and automatically renews for two-year periods unless terminated by either party on not less

than six months’ notice prior to the expiration of the initial term or any two-year extension.

Shenzhen Yi Jia is to provide

us with quality products and services in a timely manner, to provide to our customers the same warrant that we provide to our customer

and to honor the warranty.

Shenzhen Yi Jia is to give

us first priority to the manufacture of our products over any other manufacturing obligations it has.

We need to provide Shenzhen

Yi Jia with periodic forecasts and place orders consistent with the forecasts.

Any intellectual property

developed in connection with the manufacture of the cannabis products will be assigned, and the patents and patent applications have

been assigned, to Aspire North America pursuant to the Intellectual Property Transfer Agreement and any intellectual property developed

in connection with the manufacture of tobacco products will be licensed to Aspire Science pursuant to the Intellectual Property License

The agreement has an initial term of ten years,

and automatically renews for two-year periods unless terminated by either party on not less than six months’ notice prior to the

expiration of the initial term or any two-year extension.

Principal Accounting Fees and Services

The following table sets forth

the fees billed by our independent accountants, MSPC Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”)

for the years ended June 30, 2022 and 2023.

Audit-related fees

The following table sets forth (i) the fees billed

by our previous independent accountants, MSPC Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”)

for the fiscal year ended June 30, 2023 and (ii) the fees billed by our current independent accountants, Marcum LLP (“Marcum”)

for the fiscal year ended June 30, 2024.

MSPC resigned as our independent registered public accounting firm, effective December 11, 2023.

On January 25, 2024, the audit committee of our board engaged Marcum as our independent registered public accounting firm for the fiscal

year ended June 30, 2024 to prepare the report on our consolidated financial statement for the year ended June 30, 2024.

Audit fees for MSPC

Audit fees for Marcum

Audit-related fees for MSPC

Audit-related fees for Marcum

All other fees

Audit fees consist of fees for professional services

rendered for the audit of our year-end financial statements and services that are normally provided by MSPC in connection with regulatory

The aggregate fees of MSPC for professional services rendered for the audit of our annual financial statements, review of the

financial information include in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended

June 30, 2022 and 2023 totaled approximately $226,205 and $643,235, respectively.

The above amounts include interim procedures and audit

fees, as well as attendance at audit committee meetings.

Approximately 70% of the engagement hours were contributed by an affiliated firm.

rendered for the audit of our year-end financial statements and services that are normally provided by our independent accountants in

connection with regulatory filings.

The aggregate fees of MSPC for professional services rendered for the audit of our annual financial

statements, review of the financial information include in our Forms 10-Q for the respective periods and other required filings with the

SEC for the years ended June 30, 2023 totaled approximately $643,235.

The aggregate fees of Marcum for professional services rendered

for the audit of our annual financial statements, review of the financial information include in our required filings with the SEC for

the year ended June 30, 2024 totaled approximately $851,600.

The above amounts include interim procedures and audit fees, as well as attendance

at audit committee meetings.

Audit-Related Fees

Audit-related fees consist

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements

and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation

and consultations concerning financial accounting and reporting standards.

We did not pay MSPC for consultations concerning financial

accounting and reporting standards for the years ended June 30, 2022 and 2023.

did not pay MSPC for tax services, planning or advice for the years ended June 30, 2022 and 2023.

Audit-related fees consist of fees billed for

assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are

not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and

consultations concerning financial accounting and reporting standards.

The aggregate fees of MSPC for professional services rendered for Audit-Related fees was $60,010 for the years ended June 30, 2023.

We did not pay Marcum for consultations concerning financial accounting and

reporting standards for the years ended June 30, 2024.

We did not pay MSPC for tax services, planning or advice for the years

ended June 30, 2023.

We did not pay Marcum for tax services, planning or advice for the years ended June 30, 2024.

All Other Fees

We did not pay MSPC for any

other services for the years ended June 30, 2022 and 2023.

We did not pay MSPC

for any other services for the years ended June 30, 2023.

We did not pay Marcum for any other services for the years ended June 30,

All Other Fees.

Procedures For Board

of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

audit committee is ultimately responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement

or relationship between us and our independent registered public accounting firm.

Our engagement of MSPC to conduct all audit and permissible

non-audit related activities incurred during fiscal years 2023 and 2022 were approved by our audit committee in accordance with these

Exhibits and Financial Statements Schedules

Our audit committee is ultimately responsible

for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between us and our independent

registered public accounting firm.

Our engagement of MSPC and Marcum to conduct all audit and permissible non-audit related activities

incurred during fiscal years 2023 and 2024, respectively were approved by our audit committee in accordance with these procedures.

Exhibits and Financial Statements

Consolidated Financial Statements

1 unchanged sentence

together with the report of our independent registered public accounting firm on those financial statements, are hereby filed as part

of this report beginning on page F-1.

of this Annual Report beginning on page F-1.

Financial Statement Schedules

2 unchanged sentences

the information required is included in the consolidated financial statements and notes thereto.

The following is a complete

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

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

Certificate of Incorporation (incorporated by reference to Exhibit

3.1 of the Registrant’s Registration Statement on Form S-1 (No.

333-269470) filed on January 31, 2023).

Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s

Registration Statement on Form S-1 (No.

333-269470) filed on January 31, 2023).

Form of Underwriters’ Warrant (incorporated by reference to Exhibit

4.1 of the Registrant’s Registration Statement on Form S-1/A (No.

333-269470) filed on February 28, 2023).

Intellectual Property Transfer Agreement dated September 30, 2022,

by and among Aspire Global Inc., Shenzhen Yi Jia, Tuanfang Liu, Aspire North America LLC and Ispire Technology Inc.

(incorporated

by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (No.

333-269470) filed on January 31, 2023).

Intellectual Property License Agreement dated September 30, 2022, by

and among Aspire Global Inc., Shenzhen Yi Jia, Tuanfang Liu, Aspire Science and Technology Limited and Ispire Technology Inc.

(incorporated

by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (No.

333-269470) filed on January 31, 2023).

Employment agreement dated January 31, 2023, between the Company and

Tuanfang Liu (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1/A (No.

filed on February 16, 2023).

Employment agreement dated January 31, 2023, between the Company and

Michael Wang (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1/A (No.

filed on February 16, 2023).

2022 Long-Term Incentive Plan (incorporated by reference to Exhibit

10.6 of the Registrant’s Registration Statement on Form S-1 (No.

333-269470) filed on January 31, 2023).

Form of independent director agreement with Brent Cox (incorporated

by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1/A (No.

333-269470) filed on February 28,

Form of independent director agreement with John Fargis (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1/A (No.

333-269470) filed on February 28, 2023).

Distributorship Agreement dated January 1, 2021, between Aspire Science

and Technology Limited and Your-Buyer International Limited (incorporated by reference to Exhibit 10.10 of the Registrant’s

Registration Statement on Form S-1(No.

333-269470) filed on January 31, 2023.

Supply agreement dated January 27, 2023 by and between Aspire North

America LLC and Shenzhen Yi Jia.(incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form

333-269470) filed on January 31, 2023.

Supply agreement dated January 27, 2023 by and between Aspire Science

and Technology Limited and Shenzhen Yi Jia (incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement

on Form S-1 (No.

333-269470) filed on January 31, 2023.

Subsidiaries of the Company (incorporated by reference to Exhibit 21.1

of the Registrant’s Registration Statement on Form S-1 (No.

The following is a complete list of exhibits

filed as part of this Form 10-K.

Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (File No.

333-269470) filed with the SEC on January 31, 2023).

Amended and Restated Bylaws

Description of Capital

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

Form of Warrant (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024).

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

(incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No.

333-269470) filed with the SEC on January 31, 2023).

Intellectual Property License Agreement dated September 30, 2022, by and among Aspire Global Inc., Shenzhen Yi Jia, Tuanfang Liu, Aspire Science and Technology Limited and Ispire Technology Inc.

(incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 (File No.

333-269470) filed with the SEC on January 31, 2023).

Employment agreement dated January 31, 2023, by and between the Company and Tuanfang Liu (incorporated by reference to Exhibit 10.3 of the Company’s Amendment No.

1 to its Registration Statement on Form S-1 (File No.

333-269470) filed with the SEC on February 16, 2023).

Employment agreement dated January 31, 2023, by and between the Company and Michael Wang (incorporated by reference to Exhibit 10.4 of the Company’s Amendment No.

1 to its Registration Statement on Form S-1 (File No.

333-269470) filed with the SEC on February 16, 2023).

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

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

Form of Subscription Agreement dated June 26, 2023, by and between the Company and the Purchasers in a Private Placement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 27, 2023).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.13 of the Company’s Post Effective Amendment No.

1 to its Registration Statement on Form S-1 (File No.

333-276804) filed with the SEC on March 25, 2024).

Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 of the Company’s Amendment No.

1 to its Registration Statement on Form S-1 (File No.

333-276804) filed with the SEC on March 18, 2024).

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

Form of independent director agreement with Brent Cox (incorporated by reference to Exhibit 10.7 of the Company’s Amendment No.

2 to its Registration Statement on Form S-1 (File No.

333-269470) filed with the SEC on February 28, 2023).

Form of independent director agreement with John Fargis (incorporated by reference to Exhibit 10.8 of the Company’s Amendment No.

2 to its Registration Statement on Form S-1 (File No.

333-269470) filed with the SEC on February 28, 2023).

Form of independent director agreement with Chirstopher Robert Burch (incorporated by reference to Exhibit 10.12 of the Company’s Amendment No.

1 to its Registration Statement on Form S-1 (File No.

333-273904) filed with the SEC on October 11, 2023).

Distributorship Agreement dated January 1, 2021, between Aspire Science and Technology Limited and Your-Buyer International Limited (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1(File No.

333-269470) filed with the SEC on January 31, 2023).

Supply agreement dated January 27, 2023 by and between Aspire North America LLC and Shenzhen Yi Jia.(incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 (File No.

333-269470) filed with the SEC on January 31, 2023).

Supply agreement dated January 27, 2023 by and between Aspire Science and Technology Limited and Shenzhen Yi Jia (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 (File No.

333-269470) filed on January 31, 2023).

Consent of MSPC Certified Public Accountants and Advisors, A Professional Corporation

Capital Contribution, Subscription, and Joint Venture Agreement by and between Aspire North America LLC, Ispire Technology Inc., Chemular Inc., Touch Point Worldwide, Inc.

d/b/a Berify, and Ike Tech LLC, dated as of April 5, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024).

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

Insider Trading Policy

Subsidiaries of the Company.

Consent of Marcum LLP.

Consent of MSPC Certified Public Accountants and Advisors.

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

1 unchanged sentence

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

Policy Relating to Recovery

of Erroneously Awarded Compensation

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

Calculation Linkbase Document

Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

Label Linkbase Document

Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Filed herewith.

Furnished and not filed herewith.

Furnished and not filed

a management contract or compensatory plan, contract or arrangement.

Form 10-K Summary

Not applicable

Pursuant to the requirements of Section 12 of

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

duly authorized this 19 th day of September.

ISPIRE TECHNOLOGY INC.

/s/ Michael Wang

Pursuant to the requirements of Section 12 of the Securities Exchange Act

of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 26 th

day of September, 2024.

ISPIRE TECHNOLOGY

Co-Chief Executive Officer

(Principal Executive Officer)

/s/ Daniel J.

James Patrick McCormick

Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act, this Registration

Statement has been signed by the following persons in the capacities and on the date indicated:

(Principal Financial and

Accounting Officer)

Pursuant to the requirements of the Securities

Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

/s/ Tuanfang Liu

Co-Chief executive officer and director

Co-Chief Executive Officer and Chairman

September 26, 2024

4 unchanged sentences

(principal executive officer)

/s/ Daniel J.

/s/ James Patrick McCormick

Chief Financial Officer

September 26, 2024

James Patrick McCormick

(principal financial and accounting officer)

11 unchanged sentences

Report of Independent Registered Public Accounting Firm PCAOB ID#688 F-2

Report of Independent Registered Public Accounting Firm PCAOB ID# 717 F-3

Consolidated Balance Sheets as of June 30, 2023 and 2024 F-4

3 unchanged sentences

Notes to Consolidated Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors of

Ispire Technology Inc.

and Subsidiaries

Opinion on the Consolidated Financial Statements

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Ispire Technology Inc.

and Subsidiaries (the Company) as of June 30, 2023 and 2022, and the related consolidated statements

of operations and comprehensive income (loss), changes in stockholders' equity, and cash flows for each of the years in the two-year period

ended June 30, 2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results

of its operations and its cash flows for each of the years in the two-year period ended June 30, 2023, in conformity with accounting principles

generally accepted in the United States of America.

balance sheet of Ispire Technology Inc.

(the “Company”) as of June 30, 2024, the related consolidated statements of operations

and comprehensive loss, changes in stockholders’ equity and cash flows for the year ended June 30, 2024, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year ended June

30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Restatement of Previously Audited Financial Statements

As discussed in Note 2 to the financial statements,

the June 30, 2023 financial statements have been restated to correct misstatements.

We also have audited the adjustments to the financial

statements as of and for the year ended June 30, 2023 to restate the operating leases and shipping and handling costs as described in

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply

any procedures to the financial statements of the Company as of or for the year ended June 30, 2023 other than with respect to such adjustments

and, accordingly, we do not express an opinion or any other form of assurance on the June 30, 2023 financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements

based on our audits.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

2 unchanged sentences

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Certified Public Accountants

and Advisors,

A Professional Corporation

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 2024.

September 26, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Ispire Technology Inc.

and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments

for the correction of the errors described in Note 2 the consolidated balance sheet of Ispire Technology Inc.

and Subsidiaries (the Company)

as of June 30, 2023 and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity,

and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements).

our opinion, except for the errors described in Note 2 the 2023 consolidated financial statements present fairly, in all material respects,

the financial position of the Company as of June 30, 2023, and the results of their operations and their cash flows for the year then

ended in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply

any procedures to the adjustments for the correction of the errors described in Note 2 and, accordingly, we do not express an opinion

or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited

by Marcum LLP.

(The 2023 consolidated financial statements before the effects of the adjustments discussed in Note 2 are not presented

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement

of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included

examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Certified Public Accountants and Advisors,

A Professional Corporation

We served as the Company’s auditor from 2022 to 2023

New York, New York ,

1 unchanged sentence

An independent firm associated with

Moore Global Network Limited

340 North Avenue, Cranford, NJ 07016-2496

Moore Global Network Limited

546 5 th Avenue, 6 th Floor, New York, NY 10036-5000

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

(In $USD, except share and per share data)

Current assets:

Cash and cash equivalents

Accounts receivable, net

1 unchanged sentence

Prepaid expenses and other current assets

Due from related parties

Held-to-maturity investment

Investment – other

Total current assets

1 unchanged sentence

Property, plant and equipment, net

Rental deposit

Intangible assets, net

Right-of-use assets – operating leases

Other investment

Equity method investment

Other non-current assets

Total other assets

5 unchanged sentences

Contract liabilities

Dividends payable

Accrued liabilities and other payables

Due to related parties

Income tax payable - current

Due to a related party

Income tax payable

Operating lease liabilities – current portion

3 unchanged sentences

Total liabilities

Commitments and contingencies

Stockholders’ equity:

2 unchanged sentences

54,222,420 and 56,470,636 shares issued and outstanding as of June 30, 2023 and June 30, 2024

Preferred stock, par value $ 0.0001 per share, 10,000,000 shares authorized, no shares

issued at June 30, 2022 and 2023

Preferred stock, par value $ 0.0001 per share, 10,000,000 shares authorized, no shares issued at June 30, 2023 and June 30, 2024

Additional paid-in capital

Accumulated other comprehensive loss

Retained earnings

Retained earnings (accumulated deficit)

( 8,825,041 )

Accumulated other comprehensive (loss) income

Total stockholders’ equity

3 unchanged sentences

ISPIRE TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(In $USD, except share and per share data)

Years ended June 30,

$ 115,605,536

$ 151,908,691

Cost of revenue

5 unchanged sentences

( 4,474,157 )

( 13,894,139 )

Other income (expense):

Interest income

Exchange gain(loss), net

Other income(expense), net

Total other income(expense), net

Interest income, net

Exchange loss, net

Other (expense) income, net

Total other (expense) income, net

Loss before income taxes

( 4,758,323 )

( 13,485,776 )

Income taxes – current

3 unchanged sentences

$ ( 14,767,822 )

Other comprehensive (loss) income

Other comprehensive loss

Foreign currency translation adjustments

9 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

Ordinary shares

Preferred shares

(In $USD, except share and per share data)

Comprehensive

(Loss)/Income

Shareholders’

(Loss)/Income

Balance, July 1, 2023

$ ( 184,664 )

Net loss (restated)

( 6,003,626 )

Issuance of common stock

Foreign currency translation adjustment

Balance, June 30, 2022

Balance, June 30, 2023 (restated)

$ ( 163,768 )

1 unchanged sentence

( 14,767,822 )

Issuance of common stock

Issuance of common stock for a secondary offering, net of insurance cost

Issuance of common stock for equity incentives

Share based compensation expenses

Issuance of warrants

Foreign currency translation adjustment

1 unchanged sentence

$ ( 8,825,041 )

See notes to consolidated financial statements.

See notes to consolidated

financial statements.

ISPIRE TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In $USD, except share and per share data)

Years ended June 30,

Cash flows from operating activities:

$ ( 6,003,626 )

$ ( 14,767,822 )

Adjustments to reconcile net loss from operations to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

Depreciation of right-of-use assets

Accounts receivable impairment

Credit loss expenses

Right-of-use assets amortization

Stock-based compensation expenses

Inventory impairment

Loss from equity method investment

Changes in operating assets and liabilities:

2 unchanged sentences

( 41,299,642 )

( 11,525,561 )

Prepaid expenses and other current assets

( 2,598,746 )

Accounts payable

Accounts payable and accounts payable – related party

Contract liabilities

Accrued liabilities and other payables

Operating lease liabilities

( 1,427,398 )

( 1,043,556 )

Income tax payable

5 unchanged sentences

( 1,020,768 )

( 1,969,961 )

Acquisition of intangible assets

( 1,173,302 )

Purchase of short term investment

( 9,133,707 )

Net cash used in investing activities

Maturity of short term investment

Acquisition of other investment

( 2,000,000 )

Acquisition of equity method investment

( 1,000,000 )

Net cash (used in) provided by investing activities

( 10,154,475 )

Cash flows from financing activities:

2 unchanged sentences

( 3,475,172 )

Proceeds from private placement

Payment of private placement costs

Payment of dividends of subsidiary

( 3,362,639 )

Repayment to related parties

Proceeds from equity offerings

Issuance costs of equity offerings

( 1,514,094 )

Payment made for dividends

( 3,362,639 )

Principal portion of lease payment

Net cash used in financing activities

Repayments of advances from a related party

( 37,893,062 )

Net cash (used in) provided by financing activities

( 15,569,805 )

Net decrease in cash and cash equivalents

Net decrease in cash

( 34,180,078 )

( 5,229,279 )

Cash and cash equivalents – beginning of year

Cash and cash equivalents – end of year

Supplemental disclosure of cash flow information:

Cash (refund) paid for income taxes

Cash – beginning of period

Cash – end of period

Supplemental non-cash investing and financing activities

Leased assets obtained in exchange for operating lease liabilities

Unpaid equity method investment in accrued liabilities and other payables

Warrants issued in connection with equity method investment

Unpaid intangible assets in accrued liabilities and other payables

Supplemental disclosures

Cash paid for income taxes

Cash paid for interest

4 unchanged sentences

Ispire Technology Inc.

(the “Company”)

was incorporated under the laws of the State of Delaware on June 13, 2022.

Through its subsidiaries, the Company is engaged in the

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

Ispire owns a 100 % equity interest in Ispire

International Limited, a business company incorporated under the laws of the British Virgin Islands (“BVI”) (“Ispire

International”) on July 6, 2022.

Prior to July 29, 2022, all of the equity of

Aspire North America LLC, a California limited liability company (“Aspire North America”), was owned by Aspire Global Inc.

(“Aspire Global”), and all of the equity of Aspire Science and Technology Limited, a Hong Kong corporation (“Aspire

Science”), was owned by Aspire Global Holdings Limited (“Aspire Holdings”), a wholly-owned subsidiary of Aspire Global.

Aspire Global and the Company are related parties

since the same individual was the chief executive officer of both companies, the chief executive officer and his wife are directors of

both companies and, prior to the transfer of equity described below, owned 66.5 % and 5.0 %, respectively, of the equity of both Aspire

Global and the Company.

At the time of the transfer, the Company had the same stockholders as Aspire Global and the Company’s stockholders

held the same percentage interest in the Company as they had in Aspire Global.

Because the transfer of the equity in Aspire North America

and Aspire Science is a transfer between related parties, the historical financial information of the subsidiaries is carried forward

as the historical financial information of the Company and the 50,000,000 shares that were issued at or about the time of the Company’s

organization are treated as being outstanding on July 1, 2020.

On July 29, 2022:

● Aspire Global transferred 100 % of the equity interest in Aspire North America to the Company

● Aspire Holdings transferred 100 % of the equity of Aspire Science to Ispire International.

The following table sets forth information concerning

the Company and its subsidiaries as of June 30, 2023:

Name of Entity

Date of Organization

Place of Organization

“Company” or “Ispire”) was incorporated under the laws of the State of Delaware on June 13, 2022 .

its subsidiaries, the Company is engaged in the research and development, design, commercialization, sales, marketing and distribution

of branded e-cigarettes and cannabis vaping products.

Ispire owns a 100 % equity

interest in Ispire International Limited, a business company incorporated under the laws of the British Virgin Islands (“BVI”)

(“Ispire International”) on July 6, 2022.

Prior to July 29, 2022, all

of the equity of Aspire North America LLC, a California limited liability company (“Aspire North America”), was owned by

Aspire Global Inc.

(“Aspire Global”), and all of the equity of Aspire Science and Technology Limited, a Hong Kong corporation

(“Aspire Science”), was owned by Aspire Global Holdings Limited (“Aspire Holdings”), a wholly-owned subsidiary

of Aspire Global.

Aspire Global and the Company

are related parties since the same individual is the chief executive officer of both companies.

As of June 30, 2024, the chief executive

officer and his wife, being directors of both companies, owned 66.5 % and 5.0 % of the equity of Aspire Global, respectively.

30, 2024, they owned 58.9 % and 4.4 % of the equity of the Company, respectively.

On July 29, 2022, Aspire Global transferred 100 % of the

equity interest in Aspire North America to the Company.

On the same day, Aspire Holdings transferred 100 % of the equity of Aspire Science

to Ispire International.

At the time of transfer of the equity in Aspire North America and Aspire Science, the Company had the same stockholders

as Aspire Global, and the Company’s stockholders held the same percentage interest in the Company as they had in Aspire Global.

Because the transfer of the equity in Aspire North America and Aspire Science is a transfer between related parties, the historical financial

information of the subsidiaries is carried forward as the historical financial information of the Company and the 50,000,000 shares that

were issued at or about the time of the Company’s organization are treated as being outstanding on July 1, 2020.

In September 2023, the Company

established a wholly-owned subsidiary, Ispire Malaysia Sdn Bhd (“Ispire Malaysia”) under the laws of the Federation of Malaysia,

in order to establish manufacturing operations in Southeast Asia.

Ispire Malaysia was formed by Tuanfang Liu, the Company’s Chairman

and Co-Chief Executive Officer on August 2, 2023, and assigned to the Company on September 22, 2023, at a consideration of 100 Malaysian

The following table sets

forth information concerning the Company and its subsidiaries as of June 30, 2024:

Name of Entity Date of

Organization Place of

Organization % of

Ownership Principal

Ispire Technology Inc.

June 13, 2022

Parent Company

Holding Company

Ispire International

Holding Company

Aspire North America

February 22, 2020

Sales and Marketing

Aspire Science

December 9, 2016

Sales and Marketing

Ispire is a holding company and does not engage

in any active operations.

Its business is conducted by its two operating subsidiaries, Aspire North America, which is engaged in the

development, marketing and sales of cannabis vapor products, which were introduced in mid-2020, and Aspire Science, which is engaged

in the development, marketing and sales of tobacco vaping products.

In October 2022, the directors and stockholders

of the Company approved the 2022 Equity Incentive Plan (the “Plan”) pursuant to which up to 15,000,000 shares of common stock

may be issued pursuant to options or restricted stock grants.

The Plan will be administered by the Compensation Committee.

the Plan may be granted to officers, directors, employees and those consultants who qualify as a consultant or advisor under the instructions

Awards are made at the discretion of the Board of Directors;

provided that any options shall be exercisable at the fair market

value on the date of grant.

As of June 30, 2023, no awards had been granted since the Plan was approved.

Impact of COVID-19

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 the Company’s

operations on an ongoing basis is highly uncertain.

Since the Company’s products are presently manufactured in China by a related

party, any changes in the outbreak in China and any changes in the Chinese government’s policy may affect the Company’s supplier’s

operations which could affect its ability to manufacture and deliver product in a timely manner.

Supply Chain Risks

One of effects of the COVID-19 has been delays

resulting from supply chain issues, which relate to the difficulty that companies have in having their products manufactured, shipped

to the country of destination, and delivered from the port of entry to the customer’s location.

As the port delays have significantly

decreased, the Company does not believe that the supply chain issues that affected its operations are currently affecting the Company.

The Company cannot assure you that delays will not affect its business in the future.

In 2021, Shenzhen Yi Jia, the Company’s

principal supplier of products, suffered a chip shortage resulting in a slowdown in delivery of its products to the Company from April

to August 2021.

To secure the supply of chips, Shenzhen Yi Jia has advised the Company that it has obtained a supply of chips to meet

its production needs and the chip shortage no longer affects its production.

In 2022, a slowdown in the delivery of components to Shenzhen

Yi Jia resulting from supply chain slowdowns as a result of the effects of mainland China’s COVID policy resulted in an increase

in cost of revenue during the period.

The Company cannot assure you that it will not suffer from a chip shortage or that the effects

of China’s COVID policy will not affect Shenzhen Yi Jia’s ability or the ability of its suppliers to delivery products in

a timely manner.

Market and Economic Conditions

In recent years, the United States and other

markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including, as a result of

the COVID-19 pandemic, supply chain disruptions, the Russian invasion of Ukraine, instability in the U.S.

and global banking systems,

rising fuel prices, increasing interest rates or foreign exchange rates and increased inflation and the possibility of a recession.

significant downturn in economic conditions may affect the market for the Company’s products and its supplier’s ability to

provide products on acceptable terms.

The Company cannot predict the timing, strength,

or duration of any future economic slowdown or any subsequent recovery generally, or in any industry.

If the conditions in the general

economy and the markets in which the Company operates worsen from present levels, its business, financial condition, operating results

could be adversely affected.

E-cigarette regulation

Regulation regarding e-cigarette varies across

countries, from no regulation to a total ban.

The legal status of e-cigarettes is currently pending in many countries.

But as e-cigarettes

have become more and more popular recently, many countries are considering imposing more stringent law and regulations to regulate this

Changes in existing law and regulations and the imposition of new laws, regulation in countries and regions that our major customers

located in may adversely affect the Company’s business.

The Federal Food, Drug, and Cosmetic Act requires

all Electronic Nicotine Delivery Systems (“ENDS”) product manufacturers that market products in the United States to submit

Premarket Tobacco Product Applications (“PMTAs”) to the FDA.

For ENDS products that were on the U.S.

market on August 8,

2016, a PMTA was required to be submitted to the FDA by September 9, 2020;

for ENDS products that were not on the U.S.

on August 8, 2016, and for which a PMTA was not filed by September 9, 2020, a PMTA a premarket authorization issued in response

to a PMTA is required before the subject product may enter the U.S.

The Company has submitted a PMTA filing for one ENDS product,

and, under apparent FDA policies, the agency will not enforce the premarket review requirements for that product pending review of its

However, even with submission of the PMTA application, the FDA may reject the Company’s application and may prevent the Company’s

ENDS products from being sold in U.S., which will adversely affect the Company’s business.

Amendments to the Prevent All Cigarette Trafficking

(“PACT”) Act, which became law in 2021, extend the PACT Act to include e-cigarette and all vaping products, and place significant

burdens on sellers of vaping products in the United States which may make it difficult to operate profitably in the United States.

of tighter government regulations, the Company has stopped marketing tobacco vaping products in the United States, as the volume of sales

from the one tobacco vaping product which the Company may sell in the United States does not justify the marketing and regulatory costs

In the United States, cannabis vaping products

are governed by state laws, which vary from state to state.

Most states do not permit the adult recreational use of cannabis, and no

states permit the sale 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.

The Company cannot

predict what action states will take or the nature and amount of taxes they may impose.

However, the extent the PACT Act applies to cannabis

products that aerosolize liquids, it may be more difficult to sell our products in states that permit the sale of cannabis.

However, cannabis and its derivatives containing

more than 0.3 % delta-9 tetrahydrocannabinol on a dry weight basis remain Schedule I controlled substances under U.S.

federal law, meaning

that federal law generally prohibits their manufacture and distribution.

United States federal law also deems it unlawful to sell, offer

for sale, transport in interstate commerce, import, or export “drug paraphernalia,” which includes “any equipment,

product, or material of any kind which is primarily intended or designed for use in manufacturing, compounding, converting, concealing,

producing, processing, preparing, injecting, ingesting, inhaling, or otherwise introducing into the human body a controlled substance”

the possession of which federal law prohibits, including Schedule I “marijuana.” Limited exemptions exist, most notably when

state or local law authorizes these items’ manufacture, possession, or distribution.

The European Commission issued the Tobacco Products

Directive (the “TPD”), which became effective on May 19, 2014 and became applicable in the European Union member states

on May 20, 2016.

The TPD regulates e-cigarettes on the packaging, labelling and ingredients of the products on the European Union

market, the creation of smoke-free environments, tax measures and activities against illegal trade and anti-smoke campaigns.

Member states

of the European Union are required to ensure that advertisements for any tobacco related product are prohibited, and no promotion shall

be made as to those devices with an intention to promote e-cigarettes.

For the e-cigarettes released after May 20, 2016, TPD requires

e-cigarette manufacturers to submit product sales applications to the regulatory market six months in advance, and ensure their products

can meet the TPD requirements before they can be released.

The Company has complied with TPD requirement that for all its tobacco products

sold in Europe.

The sale of cannabis vaping products is illegal

in the European Union and the United Kingdom.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

June 13, 2022 Delaware Parent Company Holding Company

Ispire International July 6, 2022 BVI 100 % Holding Company

Aspire North America February 22, 2020 California 100 % Research and Development, Sales and Marketing

Aspire Science December 9, 2016 Hong Kong 100 % Sales and Marketing

Ispire Malaysia August 2, 2023 Malaysia 100 % Manufacturing, Sales and Marketing

Ispire Global Products LLC January 19, 2024 Delaware 100 % Sales and Marketing

Ispire is a holding company

and does not engage in any active operations.

Its business is conducted by its two operating subsidiaries, Aspire North America, which

is engaged in the development, marketing and sales of cannabis vapor products, which were introduced in mid-2020, and Aspire Science,

which is engaged in the marketing and sales of tobacco vaping products, and the products are mainly sold in Europe and Asia Pacific (excluding

People’s the Republic of China (“PRC”).

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

of Consolidated Financial Statements for the year ended June 30, 2023

the quarters ended December 31, 2023, and March 31, 2024, the Company identified certain errors with the classification and presentation

of information in the consolidated statement of cash flows and classification errors in the consolidated statement of operations and

comprehensive loss.

Additionally, the Company identified errors in its initial recognition and measurement of right-of-use assets and

lease liabilities related to its operating leases, as well as the subsequent recognition and measurement of such operating leases.

Company and the Audit Committee determined that the Company’s previously issued financial statements included in the Company’s

Annual Report on Form 10-K for the year ended June 30, 2023, and the Quarterly Report on Form 10-Q for the periods ended September 30,

2023, December 31, 2023 and March 31, 2024, should no longer be relied upon.

The identified errors impacting the previously referred

to financial statements include:

● The incorrect presentation of cash payments on operating leases under financing activities instead of operating activities.

As a result of correcting this error, the Company’s principal portion of lease payments totaling $ 874,039 in the consolidated statements of cash flows for the year ended June 30, 2023, and totaling $ 242,182 in the consolidated statements of cash flows for the three months ended September 30, 2023, needs to be corrected from financing activities to operating activities;

● The omission of disclosing non-cash investing and financing activities related to the acquisition of “right of use” (ROU) assets in exchange for operating lease liabilities.

As a result of the correction of this error, the Company needs to add disclosure of $ 4,988,032 of leased assets obtained in exchange for operating lease liabilities as a non-cash financing item in the consolidated statement of cash flows for the year ended June 30, 2023, and $ 537,307 for the three months ended September 30, 2023, six months ended December 31, 2023, and nine months ended March 31, 2024;

● The incorrect recognition of shipping and handling costs as sales and marketing expenses (operating expenses) instead of being recognized as cost of revenue.

As a result of the restatement, the Company’s shipping and handling costs of $ 298,703 needs to be adjusted from selling expenses to cost of revenue for the year ended June 30, 2023, $ 43,444 for the three months ended September 30, 2023, and $ 123,308 and $ 166,752 for the three and six months ended December 31, 2023, respectively;

● The incorrect initial measurement and recognition of right of use assets and lease liabilities associated with the Company’s operating leases, and the incorrect subsequent measurement and recognition of expense associated with such operating leases.

As a result of the restatement, (1) the Company’s right of use assets increased by $ 192,115 as of June 30, 2023, which includes the correction of $ 489,720 originally recorded as prepaid rent to be recorded as a component of the right-of-use asset, (2) the Company’s lease liabilities decreased by $ 392,582 as of June 30, 2023, as a result of the correction of measurement of present value of future lease payments, and (3) rent expense recognized for the year ended June 30, 2023 decreased by $ 94,977 , based on changes in the calculation of monthly rental expense.

an interim basis, the Company notes the following as a result of the restatement:

● As of September 30, 2023, right of use assets increased by $ 218,378 , including the correction to record $ 489,720 of prepaid rent as a component of the right of use asset;

lease liabilities decreased by $ 399,347 ;

and retained earnings increased by $ 128,005 .

For the three months ended September 30, 2023, rent expense decreased by $ 33,028 .

For the three months ended September 30, 2023, net cash used in operating activities increased by $ 242,182 , net cash used in financing activities decreased by $ 242,182 .

● As of December 31, 2023, right of use assets increased by $ 239,403 , including the correction to record $ 428,505 of prepaid rent as a component of the right of use asset;

lease liabilities decreased by $ 347,520 ;

and retained earnings increased by $ 158,418 .

For the three and six months ended December 31, 2023, rent expense decreased by $ 30,412 and $ 63,440 , respectively.

For the six months ended December 31, 2023, net cash used in operating activities was unchanged.

● As of March 31, 2024, right of use assets increased by $ 255,264 , including the correction to record $ 428,505 of prepaid rent as a component of the right of use asset;

lease liabilities decreased by $ 356,286 ;

and accumulated deficit decreased by $ 183,045 .

For the three and nine months ended March 31, 2024, rent expense decreased by $ 24,628 and $ 88,068 , respectively.

For the nine months ended March 31, 2024, net cash used in operating activities was unchanged.

Additionally,

the Company has provided Note 20 – Quarterly Financial Data (unaudited and restated) to present the impact of the above restatements

on the unaudited quarterly financial information for the quarterly periods ended September 30, 2023, December 31, 2023, and March 31,

Company’s restatements for the classification and disclosure errors described above do not have any effect on the Company’s

previously reported balance sheets, net loss or net changes in cash.

following tables summarize the effect of the restatement on each financial statement line item as of the dates indicated:

Consolidated Balance Sheet as of June 30, 2023

Other non-current assets

$ ( 489,720 )

Right-of-use assets – operating leases

Total other assets

Operating lease liability - current

Total current liabilities

Operating lease liability – net of current portion

Total liabilities

Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

Consolidated Statement of Operations and Comprehensive Loss for the

year ended June 30, 2023

Cost of revenue

Sales and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operations

( 4,569,134 )

( 4,474,157 )

Loss before income taxes

( 4,853,300 )

( 4,758,323 )

( 1,245,303 )

( 6,098,603 )

( 6,003,626 )

Comprehensive loss

( 6,077,707 )

( 5,982,730 )

Consolidated Statement of Cash Flows for the year ended June 30, 2023

$ ( 6,098,603 )

$ ( 6,003,626 )

Right-of-use assets amortization

Prepaid expenses and other current assets

( 3,088,466 )

( 2,598,746 )

Operating lease liabilities

( 1,427,398 )

Net cash used in operating activities

( 7,581,759 )

( 8,455,798 )

Principal portion of lease payment

Net cash used in financing activities

( 16,443,844 )

( 15,569,805 )

Supplemental non-cash investing and financing activities:

Leased assets obtained in exchange for operating lease liabilities

SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of presentation

The accompanying consolidated financial statements

are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Certain items for June 30, 2022 have been reclassified to conform to

the June 30, 2023 presentation.

The accompanying consolidated

financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain items for June 30, 2023 have been reclassified

to conform to the June 30, 2024 presentation.

Emerging growth company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered

public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities

registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides

that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period, which means that when a standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the

new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither

an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups

Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are

applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply

with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,

reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period, which means that when a standard is issued or revised and it has different application dates for

public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that

is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

Basis of consolidation

The consolidated financial statements include

the financial statements of the Company and its subsidiaries as if the subsidiaries were acquired by the Company as of July 1, 2020.

All inter-company transactions and balances have been eliminated upon consolidation.

The consolidated financial

statements include the financial statements of the Company and its subsidiaries.

All inter-company transactions and balances have been

eliminated upon consolidation.

Use of estimates

The preparation of the consolidated financial

statements in conformity with U.S.

GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts

of revenue and expenses during the reporting period.

Significant estimates include allowance for doubtful accounts, the useful lives

of property and equipment and intangible asset, impairment of long-lived assets, and deferred cost.

The preparation of the consolidated financial statements in conformity

GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the

reporting period.

Significant estimates include allowance for credit losses and revenue recognition.

Actual results could differ from

1 unchanged sentence

Cash and cash equivalents

Cash includes currency on hand, deposits held

by banks that can be added or withdrawn without limitation and highly liquid investments with maturities of three months or less when

Cash includes currency on

hand, deposits held by banks that can be added or withdrawn without limitation and highly liquid investments with maturities of three

months or less when purchased.

Fair value measurement

The Company applies ASC Topic 820, Fair Value

Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and expands financial statement

disclosure requirements for fair value measurements.

ASC Topic 820 defines fair value as the price

that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly

transaction between market participants in the principal or most advantageous market for the asset or liability.

ASC Topic 820 specifies a hierarchy of valuation

techniques, which is based on whether the inputs into the valuation technique are observable or unobservable.

The Company applies ASC Topic

820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and expands

financial statement disclosure requirements for fair value measurements.

ASC Topic 820 defines fair

value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement

date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.

ASC Topic 820 specifies a

hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable.

The hierarchy is as follows:

● Level 1 inputs to the valuation methodology are quoted prices

(unadjusted) for identical assets or liabilities in active markets.

● Level 2 inputs to the valuation methodology include quoted

prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly

or indirectly, for substantially the full term of the financial instruments.

● Level 3 inputs to the valuation methodology are unobservable

and significant to the fair value.

Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions

about the assumptions that market participants would use in pricing an asset or liability.

1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are

observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

3 inputs to the valuation methodology are unobservable and significant to the fair value.

Unobservable inputs are valuation technique

inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset

or liability.

carrying value of certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other

receivables, accounts payable, accounts payable related party, contract liabilities, accrued liabilities and other payables and due to

related parties, approximates their fair value because of their short-term maturity.

Accounts receivable

Accounts receivable are recognized and carried

at the original invoiced amount less an allowance for any potential uncollectible amounts.

An estimate for doubtful accounts is made

when collection of the full amount is no longer probable.

Past due accounts are generally written off against the allowance for bad debts

only after all collection attempts have been exhausted and the potential for recovery is considered remote.

Company have different payment terms for different businesses.

For tobacco vaping business, the Company requires a deposit of 30 % of

sales amount upon placing order, and the payment of remaining 70 % to be made before shipment.

For cannabis vaping business, tailored

payment term are designed for each customer, based on business relationship, order size and other considerations.

The Company maintains

an allowance for potential credit losses on accounts receivable.

The Company reviews accounts receivable on a periodic basis.

vaping business, the Company makes provisions of 80 % for accounts receivable aged between 1.5 years to 2 years, and 100 % for balances

aged over 2 years.

For cannabis business, the Company makes provisions of 10 % for accounts receivable aged over 3 months.

Additionally,

specific provisions are made when there is doubt as to collectability of individual balances.

In evaluating the collectability of individual

receivable balances, the Company considers many factors, including the age of the balance, the customer’s payment history, the

customer’s current credit-worthiness and current economic trends.

Company write-off accounts receivable against the provision when they are deemed uncollectible.

The investment represents a certificate of deposit

that the Company holds in HSBC bank.

The entire balance of the investment presented on the balance sheet as of June 30, 2023 is $ 9,133,707

and it matures on February 8, 2024 .

Inventories mainly consist of finished goods purchased from suppliers.

Accounts receivable are recognized

and carried at the original invoiced amount less an allowance for any potential uncollectible amounts.

An estimate for doubtful accounts

is made based on historical data and receivable review in accordance with ASU 2016-13.

Past due accounts are generally written off against

the allowance for bad debts only after all collection attempts have been exhausted and the potential for recovery is considered remote.

The Company have different

payment terms for different businesses.

For tobacco vaping business, the Company requires a deposit of 30 % of sales amount upon placing

order, and the payment of remaining 70 % to be made before shipment.

For cannabis vaping business, tailored payment term are designed

for each customer, based on business relationship, order size and other considerations.

Allowance for credit losses

The Company adopted Accounting

Standards Update 2016-13 “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”

on July 1, 2023, under the modified retrospective method of adoption.

The Company estimates its allowance for current expected credit

losses based on an expected loss model, compared to prior periods which were estimated using an incurred loss model which did not require

the consideration of forward-looking economic variables and conditions in the reserve calculation across the portfolio.

The impact related

to adopting the new standard was not material.

Based on the current expected

credit loss model, the Company consider many factors, including age of balance, past events, any historical default, current information

available about the customers, current economic conditions and certain forward-looking information, including reasonable and supportable

Inventories mainly consist

of finished goods purchased from suppliers.

Inventories are stated at the lower of cost or net realizable value.

The cost of an inventory item is determined using the weighted average

When management determines that certain inventories

may not be saleable, or when inventory costs exceed expected market value due to obsolescence or damage, the Company will record the difference

between the cost and the net realizable value as a write down of inventories.

The net realizable value is determined based on the estimated

selling price, in the ordinary course of business, less estimated costs necessary to make the sale.

These writedowns are recorded based

on estimates.

The Company did not write down any inventory during the years ended June 30, 2022 and 2023.

When there is an indicator,

the Company evaluates the ability to realize the value of inventories based on a combination of factors such as forecasted sales, estimated

current and future market value.

The cost of an inventory

item is determined using the weighted average method.

When management determines

that certain inventories may not be saleable, or there is an indicator that certain inventory costs may exceed expected market value,

the Company will record the difference between the cost and the net realizable value as a write down of inventories.

The net realizable

value is determined based on the estimated selling price, in the ordinary course of business, less estimated costs necessary to make the

The Company records an allowance for slow moving and potentially obsolete inventory based upon recent sales history, the quantity

of inventory on-hand, and an estimate of expected sellable life of the inventory.

The Company periodically reviews inventory to identify

slow moving inventories and compares the forecast sales with the quantities and expected sellable life of inventory.

Any inventories identified

during this process are reserved for at rates based upon management’s judgment and historical rates.

The quantity thresholds and

reserve rates are based on management’s judgment and knowledge of current and projected demand.

The reserve estimates may, therefore,

be revised if there are changes in the overall market for the Company’s products or market changes that in management’s judgment,

impact its ability to sell potentially obsolete inventory.

As of June 30, 2023 and 2024, the Company recorded inventory reserves of $ 0

and $ 205,594 , respectively.

Property, plant and equipment, net

Property, plant and equipment are stated at cost

less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets from the time the

assets are placed in service.

Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing

Property, plant and equipment

are stated at cost less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets

from the time the assets are placed in service.

Cost represents the purchase price of the asset and other costs incurred to bring the

asset into its existing use.

The cost of repairs and maintenance is expensed as incurred;

major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost

and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the year

of disposition.

When assets are retired or

disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss

in the year of disposition.

Estimated useful lives are as follows:

other equipment

Furniture & fixtures

Office and other equipment

Furniture and fixtures

Leasehold improvements

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the estimated useful life of the assets

A contract is, or contains, a lease if the contract

conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

Control is conveyed where

the customer has both the right to obtain substantially all of the economic benefits from use of the identified asset and the right to

direct the use of the identified asset.

All leases with an initial term of more than 12 months are recognized as assets representing

the right-of-use of the underlying asset and liabilities representing the obligation to make lease payments.

Both the assets and the

liabilities are initially measured as present value of the discounted lease payments over the lease term.

As the Company’s leases

typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available

at the lease commencement date to determine the discount rate.

Right-of-use assets are measured at cost less any accumulated depreciation

and impairment losses and adjusted for any re-measurement of the lease liabilities.

Right-of-use assets are depreciated on a straight-line

basis over the shorter of the useful lives of the assets or the lease terms.

Lease liabilities are initially measured at the present

value of the lease payments to be made under the lease terms and subsequently adjusted by the effect of the interest on and the settlement

of the lease liabilities, and the re-measurement arising from any reassessment of the lease liabilities or lease modifications.

payments on leases with an initial term of twelve months or less and leases of low-value assets are recognized as an expense on a straight-line

basis over the lease term and are not treated as right of use assets.

Other investment

Other investments consist

of equity investments in a privately held company that the Company does not have control or significant influence over it.

investments do not have readily determinable fair values and are primarily accounted for under the measurement alternative.

measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable

price changes in orderly transactions for identical or similar investments of the same issuer.

The Company also makes qualitative

assessment at each reporting period and if the assessment indicates that the fair value of the investment is less than the carrying value,

the investment in equity securities will be written down to its fair value, with the difference between the fair value and carrying amount

of the investment as an impairment loss recorded in the consolidated statements of operations and comprehensive loss.

Equity method investment

Company applies the equity method to account for equity investment in common stock or in-substance common stock, according to ASC 323,

Investments – Equity Method and Joint Ventures, over which it has significant influence but does not own a controlling financial

interest, unless the fair value option is elected for an investment.

As further discussed in Note

9, the Company invested in an entity with two unrelated parties, whereby a new legal entity was formed for the purpose of licensing,

owning, operating and developing an industry-standard age-verification solution for vapor (e-cigarette) devices in the U.S.

Under the equity method, the Company’s share of the post-investment

profits or losses of the equity method investee is recognized in the consolidated statement of operations.

When the Company’s share

of losses of the equity method investee equals or exceeds its interest in the equity method investee, the Company does not recognize further

losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity method investee.

continually reviews its investments in equity method investees to determine whether a decline in fair value below the carrying value is

other-than-temporary.

If the decline in fair value is deemed to be other-than-temporary, the carrying value of the investment in the equity

method investee is written down to its fair value.

Investment -- other

The investment represents

a certificate of deposit that the Company holds in HSBC bank.

The entire balance of the investment presented on the balance sheet as

of June 30, 2023 was $ 9,133,707 and it matured on February 8, 2024 .

Intangible assets

Intangible assets refer to

capitalized external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights.

The Company expenses costs associated with maintaining patents subsequent to their issuance in the period incurred.

Capitalized patent

costs are amortized on a straight-line basis over estimated useful lives of 15 – 20 years, which are based on the length of the

license agreements as the Company expects to receive economic benefits over that time.

The Company assesses the potential impairment to

capitalized patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be

$ 0 and $ 1,405,684 of patent fees were capitalized during the year ended June 30, 2023 and 2024.

The amortization of the intangible

assets was $ 0 and $ 30,018 for the year ended June 30, 2023 and 2024 respectively.

The amortization expenses were included in the general

and administrative expenses.

Accounts payable

Accounts payable represents payables to suppliers.

The Company’s major supplier is a related party to the Company.

The Company’s

major supplier is a related party to the Company.

Contract liabilities

Contract liabilities represent advanced deposits

received from customers after an order has been placed but before a product has been shipped.

The Company’s normal policy is to

require a customer deposit in the range of 25 % to 30 % of the purchase price upon placement of a sales order, although the Company exempts

certain customers from this requirement.

Contract liabilities are realized as revenue when the conditions to revenue recognition are

met, primarily when control of goods has transferred to customers.

Contract liabilities represent

advanced deposits received from customers after an order has been placed but before a product has been shipped.

The Company’s policy

is to require a minimum customer deposit in the range of 25 % to 30 % of the purchase price upon placement of a sales order.

Contract liabilities

are realized as revenue when the conditions to revenue recognition are met, primarily when control of goods has transferred to customers.

The Company determines whether

an arrangement contains a lease at the inception of the arrangement.

If a lease is determined to exist, the term of such lease is assessed

based on the date on which the underlying asset is made available for the Company’s use by the lessor.

The Company’s assessment

of the lease term reflects any rent-free periods.

The Company also determines lease classification as either operating or finance at

lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of

operations over the lease term.

leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet

at lease commencement reflecting the present value of its remaining fixed minimum payment obligations over the lease term.

A corresponding

operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial

direct costs incurred in connection with execution of the lease and reduced by any lease incentives received.

For purposes of measuring

the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based

on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable.

The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term

and economic environment of the associated lease.

For the Company’s operating

leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term.

For leases with a term of

12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on

the Company’s consolidated balance sheet as an accounting policy election.

Leases qualifying for the short-term lease exception

were insignificant.

Impairment of long-lived assets

In accordance with ASC Topic 360-10, Impairment

and Disposal of Long-Lived Assets, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate

that the carrying amount of the assets may not be fully recoverable.

The Company recognizes an impairment loss when the sum of expected

undiscounted future cash flows is less than the carrying amount of the asset.

The amount of impairment is measured as the difference

between the asset’s estimated fair value and its book value.

The Company did not record any impairment charge for the years ended

June 30, 2022 and 2023.

In accordance with ASC Topic

360-10, Impairment and Disposal of Long-Lived Assets, the Company reviews long-lived assets for impairment whenever events or changes

in circumstances indicate that the carrying amount of the assets may not be fully recoverable.

The Company recognizes an impairment loss

when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset.

The amount of impairment is measured

as the difference between the asset’s estimated fair value and its book value.

The Company did not record any impairment charge

for the years ended June 30, 2023 and 2024.

Revenue recognition

The Company sells its products to customers around

the world and recognizes revenue in accordance with the guidance of ASC 606, Revenue from Contracts with Customers.

is recognized when control of goods has transferred to customers.

For the majority of the Company’s customer arrangements, control

transfers to customers at a point-in-time when goods have been delivered to the pickup location specified by the customer or a forwarder

appointed by the customer, as that is generally when legal title, physical possession and risks and rewards of goods transfer to the

Revenue is recognized at the transaction price

based on the purchase order as adjusted for the anticipated rebates, discounts and other sales incentives.

When determining the transaction

price, management estimates variable consideration applying the portfolio approach practical expedient under ASC 606.

The main sources

of variable consideration for the Company are customer rebates, trade promotion funds, and cash discounts.

These sales incentives are

recorded as a reduction of revenue at the time of the initial sale using the most-likely amount estimation method.

The most-likely amount

method is based on the single most likely outcome from a range of possible consideration outcomes.

The range of possible consideration

outcomes is primarily derived from the following inputs:

sales terms, historical experience, trend analysis, and projected market conditions

in the various markets served.

Because the Company serves numerous markets, the sales incentive programs offered vary across businesses,

but the most common incentive relates to amounts paid or credited to customers for achieving defined volume levels or growth objectives.

There are no material instances where variable

consideration is constrained and not recorded at the initial time of sale.

Product returns are recorded as a reduction of revenue based

on anticipated sales returns that occur in the normal course of business.

The Company has elected to present revenue net of sales taxes

and other similar taxes.

Company’s warranties are of an assurance-type and come standard with all Company products

to cover repair or replacement should a product not perform as expected by

a reasonable customer.

The Company offers warranty 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.

The Company generally offers a 90 day warranty

period from date of purchase for products sold to all regions, but from May 2019, the Company offers a six month warranty period

from date of purchase for products sold in the UK and France.

The Company offers refund or replacement of products for defects in manufacture,

dead on arrival items and items that do not appear the same as listed on the Company’s or distributors’ website, and excludes

damaged goods caused by misuse or unauthorized repair.

Provisions for estimated expenses related to product warranties are made at the

time products are sold.

These estimates are established using historical information about the nature, frequency and average cost of

warranty claim settlements as well as product manufacturing and recovery from suppliers.

Management actively studies trends of warranty

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

The Company estimates the actual historical warranty

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

As of June 30, 2022

and 2023, products returned for repair or replacement have been immaterial.

Accordingly, a warranty liability has not been deemed necessary.

The Company sells its vaping

products to customers and recognizes revenue in accordance with the guidance of ASC 606, Revenue from Contracts with Customers.

Many customers are distributors that resell the Company’s products in various geographic regions.

The performance obligations are

for the Company to transfer the title and control of the goods to a customer for a determined price.

Each order is considered a separate

contract with a single performance obligation.

Revenue is recognized when control of goods has transferred to customers.

For the majority

of the Company’s customer arrangements, control transfers to customers at a point-in-time when goods have been delivered to the

pickup location specified by the customer or a forwarder appointed by the customer, as that is generally when legal title, physical possession

and risks and rewards of goods transfer to the customer.

Revenue is recognized at the transaction price based on the purchase

order as adjusted for the anticipated rebates, discounts and other sales incentives.

When determining the transaction price, management

estimates variable consideration applying the portfolio approach practical expedient under ASC 606.

The main sources of variable consideration

for the Company are trade promotion funds and cash discounts.

These sales incentives are recorded as a reduction of revenue at the time

of the initial sale using the most-likely amount estimation method.

The most-likely amount method is based on the single most likely outcome

from a range of possible consideration outcomes.

The Company offers different

payment terms to different customers.

For tobacco vaping products, the general payment term is a deposit of 30 % of sales amount upon

placing order, and the payment of the remaining 70 % to be made before shipment.

For cannabis vaping products, a tailored payment term

is designed for each customer, based on the business relationship, order size and other considerations.

All contract liabilities at the

beginning of the period were recognized as revenues in the reporting period.

The Company offers a thirty-day warranty.

The warranty is

an assurance-type warranty, and it offers replacement of products in case the products sold do not function as expected.

In certain sales

contracts, a right of return is offered.

With a right of return, a customer is given the right to return the products if they are not

satisfied with the product, and a credit would be given.

The Company has a very low rate of return in history and a return reserve is

accrued based on historical return rate and the management’s judgement.

The Company has minimal incremental costs of obtaining

a contract and are expensed when incurred.

Sales taxes, which are sales and use or other similar taxes collected from the customer and

remitted to the applicable taxing authority by the Company in accordance with applicable law, are excluded from revenue.

Disaggregated Revenue

In accordance with ASC 606-10-50-5, the Company

has taken into consideration the nature, amount, timing, and uncertainty of revenue and cash flows, and has determined to disaggregate

its net sales of tobacco vaping products and cannabis vaping products.

The net sales disaggregated by products for the years ended June 30,

2022 and 2023 were as follows:

Years ended June 30,

Net sales by products branded

Tobacco vaping products

Cannabis vaping products

$ 115,605,536

The Company has taken into

consideration the nature, amount, timing, and uncertainty of revenue and cash flows, and has determined to disaggregate its net sales

The net sales disaggregated by region for the years ended June 30, 2023 and 2024, were as follows:

For the year ended

North America (the U.S.

Asia Pacific (excluding PRC)

Cost of revenue

Cost of revenue for the years ended June 30,

2022 and 2023 consisted primarily of the cost of purchasing vaping products, which were purchased from a related party.

Shipping and handling costs

Shipping and handling costs for the years ended

June 30, 2022 and 2023 are $ 335,677 and $ 298,703 , respectively.

They are included in the sales and marketing expenses.

Cost of revenue for the years ended June 30, 2023 and 2024, consisted

primarily of the cost of purchasing vaping products, freight-in cost and inventory impairment, which were mostly purchased from a related

Research and development expenses

Research and development expenses represent staff

costs for development personnels, and expenses incurred for the testing of new products.

For the years ended June 30, 2023 and 2024, the

research and development expenses were $ 146,149 and $ 779,174 , respectively.

They are included in the general and administrative expenses.

Stock-based compensation

The Company measures and recognizes

compensation expenses for stock-based payment awards, including stock options, restricted stock granted to directors and advisors, and

restricted stock units (“RSUs”) granted to employees, based on the grant date fair value of the awards.

The Company engages

a third-party valuer to assist in determining the fair value of stock options using the binomial option pricing model, with significant

assumption of exercise multiple, expected volatility, risk-free interest rate and expected dividend yield.

The fair value of RSUs is measured

on the grant date based on the closing market price of the Company’s common stock.

The stock-based payment awards typically include

time-based vesting conditions, however, certain of the Company’s stock-based payment awards may include performance-based vesting

For stock-based payment awards

with time-based vesting conditions, the resulting cost is recognized over the period during which an employee is required to provide service

in exchange for the awards, usually the vesting period, which is generally four years for stock options and three years for RSUs.

compensation expense is recognized on a straight-line basis over the period during which services are provided in exchange for the award.

For stock-based payment awards with performance-based vesting conditions, the Company will estimate the probability that the performance

condition will be met at each reporting date.

Stock-based compensation expense is only recognized for stock-based payment awards that

are probable of vesting.

Ultimately, the cumulative stock-based compensation expense recognized by the Company is the grant date fair

value of the awards where the performance conditions have been met and the awards have vested.

Stock-based compensation expense

is recorded in the general and administrative expense in the consolidated statements of operations.

The Company recognizes forfeitures

of stock-based payment awards upon occurrence.

Interest income

For the years ended June 30, 2022 and 2023,

interest income related to interest on bank deposits.

The Company accounts for income taxes under ASC

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated

financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including

the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be

The provisions of ASC 740-10 prescribe a more-likely-than-not

threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax

This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current

and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

The Company classifies the interest and penalties, if any, as a component of income tax expense.

For the years ended June 30, 2022 and

2023, the Company did not incur any interest or penalties related to an uncertain tax position.

The Company does not believe that there

was any uncertain tax positions as of June 30, 2022 and 2023.

Foreign currency translation

The reporting currency of the Company is the

dollar (“USD”).

The functional currency of Aspire Science, which is located in Hong Kong, is the Hong Kong Dollar (“HKD”).

For the entities whose functional currency is the HKD, results of operations and cash flows are translated at average exchange rates

during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated

at historical exchange rates.

As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not

necessarily agree with the changes in the corresponding balances on the balance sheets.

Translation adjustments resulting from the process

of translating the local currency financial statements into USD are included in determining comprehensive income/loss.

Transactions denominated

in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates.

liabilities denominated in foreign currencies are translated into the functional currencies at the exchange rates prevailing at the balance

sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency

other than the functional currency included in the results of operations as incurred.

Translations of amounts from HKD into USD were

made at the following exchange rates for the respective dates and periods:

Consolidated balance sheets:

HKD to $ 1.00

Consolidated statements of operations and comprehensive loss:

HKD to $ 1.00

For the years ended June 30,

2023 and 2024, interest income related to interest on bank deposits.

The Company accounts for

income taxes under ASC 740, Income taxes.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period including the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount

expected to be realized.

The provisions of ASC 740-10 prescribe a more-likely-than-not threshold

for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return.

interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred

income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

classifies the interest and penalties, if any, as a component of income tax expense.

For the years ended June 30, 2023 and 2024, the Company

did not incur any interest or penalties related to an uncertain tax position.

The Company does not believe that there were any uncertain

tax positions as of June 30, 2023 and 2024.

Earnings per share

The Company computes earnings per share (“EPS”)

in accordance with ASC 260, Earnings per Share.

ASC 260 requires companies with complex capital structures to present basic and diluted

Basic EPS is measured as net loss divided by the weighted average common shares outstanding for the period.

Diluted EPS is similar

to basic EPS but presents the dilutive effect on a per share basis of potential common shares (for example, convertible securities, options

and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.

The Company has no

dilutive securities as of and for the years ended June 30, 2022 and 2023.

The Company computes earnings per share (“EPS”) in accordance

with ASC 260, Earnings per Share.

ASC 260 requires companies with complex capital structures to present basic and diluted EPS.

is measured as net loss divided by the weighted average common shares outstanding for the period.

Diluted EPS is similar to basic EPS

but presents the dilutive effect on a per share basis of potential common shares (for example, convertible securities, options and warrants)

as if they had been converted at the beginning of the periods presented, or issuance date, if later.

Potentially dilutive shares could

dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive

for the year ended June 30, 2023 and 2024.

Potentially dilutive shares were as follows:

Dilutive securities:

Share options

Unvested restricted stock units

Comprehensive loss

Comprehensive loss consists of two components,

net loss and other comprehensive (loss) income.

The foreign currency translation gain or loss resulting from translation of the financial

statements expressed in USD is reported in other comprehensive (loss) income in the consolidated statements of income and comprehensive

Comprehensive loss consists

of two components, net loss and other comprehensive (loss) income.

The foreign currency translation gain or loss resulting from translation

of the financial statements expressed in USD is reported in other comprehensive (loss) income in the consolidated statements of operations

and comprehensive loss.

Commitments and contingencies

In the normal course of business, the Company

is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters.

for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably

If the assessment of a contingency indicates

that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is

accrued in the Company’s financial statements.

In the normal course of business,

the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of

Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment

can be reasonably estimated.

If the assessment of a contingency

indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability

is accrued in the Company’s financial statements.

If the assessment indicates that a potentially material loss contingency is not

1 unchanged sentence

an estimate of the range of possible loss, if determinable and material, is disclosed.

Loss contingencies considered remote are generally

not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Loss contingencies considered

remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Segment reporting

The Company uses the management approach to determine

operating segments.

The management approach considers the internal organization and reporting used by the Company’s chief operating

decision maker (“CODM”) for making decisions, allocating resources, and assessing performance.

The Company’s CODM has

been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and

assessing performance of the Company.

The Company’s CODM reviews the consolidated

financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and has determined

that the Company has only one reportable segment.

Notwithstanding that the Company has customers located around the world and the Company’s

Hong Kong subsidiary serves as one of the sales and marketing centers, the Company’s long-lived assets and management are located

substantially in the U.S.

The Company uses the management

approach to determine operating segments.

The management approach considers the internal organization and reporting used by the Company’s

chief operating decision maker (“CODM”) for making decisions, allocating resources, and assessing performance.

The Company’s

CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources

and assessing the performance of the Company.

The Company’s CODM

reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company

as a whole and has determined that the Company has only one reportable segment.

Notwithstanding that the Company has customers located

around the world and the Company’s Hong Kong subsidiary serves as one of the sales and marketing centers, the Company’s long-lived

assets and management are located substantially in the U.S.

and management operates its business as a single segment.

Related parties

Parties are considered to be related to the Company

if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with

Related parties also include principal owners of the Company, its management, immediate family members of principal owners

of the Company and other parties with which the Company may deal with if one party controls or can significantly influence the management

or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate

Parties are considered to

be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or

are under common control with the Company.

Related parties also include principal owners of the Company, its management, immediate family

members of principal owners of the Company and other parties with which the Company may deal with if one party controls or can significantly

influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from

fully pursuing its own separate interests.

The Company discloses all significant related party transactions in Note 13.

Recent accounting pronouncements

As an emerging growth company, the Company can

delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

The Company intends

to take advantage of the benefits of this extended transition period.

Accounting pronouncements adopted during the

year ended June 30, 2023

In November 2018, the Financial Accounting

Standards Boards (“FASB”) issued ASU 2018-18, Collaborative Arrangements (Topic 808):

Clarifying the Interaction Between

Topic 808 and Topic 606, which clarifies that elements of collaborative arrangements could qualify as transactions with customers in

the scope of ASC 606.

The amendments require the application of existing guidance to determine the units of account in collaborative

arrangement for purposes of identifying transactions with customers.

For transactions outside the scope of ASC 606, companies can apply

elements of ASC 606 or other relevant guidance by analogy, or apply a reasonable accounting policy if there is no appropriate analogy.

ASU 2018-18 is effective retrospectively for us for the year ended June 30, 2023.

The adoption of this guidance had no material

impact on our financial position, results of operations and cash flows.

In March 2020, the FASB issued ASU 2020 - 04, Reference

Rate Reform (Topic 848 ):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting, ASU 2020 - 04 ,

which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects

of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London

Interbank Offered Rate (“LIBOR”).

Specifically, to the extent the Company’s debt agreements are modified to replace LIBOR

with another interest rate index, ASU 2020 - 04 will permit the Company to account for the modification as a continuation

of the existing contract without additional analysis.

Companies may generally elect to apply the guidance for periods that

include March 12, 2020 through December 31, 2022.

The Company did not elect retrospective application.

of this update had no material impact on the Company’s consolidated financial statements.

Accounting pronouncements not yet effective

As the Company is an emerging growth company,

the effective dates of the pronouncements applicable to us are the same as those applicable to private companies.

In June 2016, the FASB amended guidance

related to the impairment of financial instruments as part of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

of Credit Losses on Financial Instruments.

The guidance replaces the incurred loss impairment methodology with an expected credit loss

model for which a company recognizes an allowance based on the estimate of expected credit loss.

For public business entities that meet

the definition of a U.S.

Securities and Exchange Commission (“SEC”) filer (“SEC filer”), excluding entities eligible

to be smaller reporting companies as defined by the SEC, ASU No.

2016-13 is effective for fiscal years beginning after December 15,

2019, including interim periods within those fiscal years.

For all other entities, including smaller reporting companies, ASU No.

is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

As an emerging

growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private

The Company intends to take advantage of the benefits of this extended transition period.

The Company is in the process of

evaluating the impact that this guidance will have on its consolidated financial statements.

On September 29, 2022, FASB issued ASU 2022-04:

Liabilities-Supplier Finance Programs (Topic 405-50):

Disclosure of Supplier Finance Program Obligations.

This update requires that a

buyer in a supplier finance program disclose additional information about the program to allow financial statement users to better understand

the effect of the programs on an entity’s working capital, liquidity, and cash flows.

This update will be effective for the Company

for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information, which is effective for fiscal

years beginning after December 15, 2023.

As an emerging growth company,

the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Company intends to take advantage of the benefits of this extended transition period for all accounting standards described below, if

In October 2023, the FASB

issued ASU 2023-06, Disclosure Improvements.

The amendments in this update modify the disclosure or presentation requirements of a variety

of topics in the codification.

Certain of the amendments represent clarifications to or technical corrections of the current requirements.

The adoption of the amendment will occur on a prospective basis.

The amendments in this ASU will be effective for public business entities

on the effective date of the SEC’s removal of the related disclosures from Regulation S-X or Regulation S-K.

If the SEC has not

removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, the amendments will not become effective for

The Company is currently evaluating the impacts of the provisions of ASU 2023-06.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic

280), Improvements to Reportable Segment Disclosures.

The new guidance requires enhanced disclosures about significant segment expenses.

ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, on a retrospective basis.

Early adoption is permitted.

The Company does not expect this standard will have a material effect

on its consolidated financial statements.

The Company is currently

evaluating the impact of this ASU on our segment disclosures.

In December 2023, the FASB

issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures.

ASU 2023-09 requires disaggregated information about

a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The guidance is effective

for public business entities for annual periods beginning after December 15, 2024, and for private entities for annual periods beginning

after December 15, 2025, on a prospective basis.

The Company is currently evaluating the impact of adopting this ASU on its consolidated

financial statements.

Concentration and risks

Risks and Uncertainties

The Company’s business, financial condition

and results of operations may be negatively impacted by risks related to government regulations, natural disasters, extreme weather conditions,

health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

The Company’s business,

financial condition and results of operations may be negatively impacted by risks related to government regulations, natural disasters,

extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s

E-cigarette regulation

Regulation regarding e-cigarettes

varies across countries, from no regulation to a total ban.

The legal status of e-cigarettes is currently pending in many countries.

as e-cigarettes have become more and more popular recently, many countries are considering imposing more stringent law and regulations

to regulate this market.

Changes in existing law and regulations and the imposition of new laws and regulations in countries and regions

that our major customers are located in may adversely affect the Company’s business.

The Federal Food, Drug, and

Cosmetic Act requires all Electronic Nicotine Delivery Systems (“ENDS”) product manufacturers that market products in the

United States to submit Premarket Tobacco Product Applications (“PMTAs”) to the Food and Drug Administration (“FDA”).

For ENDS products that were on the U.S.

market on or before August 8, 2016, a PMTA was required to be submitted to the FDA before

September 9, 2020;

for ENDS products that were not on the U.S.

market prior to August 8, 2016, and for which a PMTA was not

filed before September 9, 2020, a PMTA premarket authorization issued by FDA is required before the subject product may enter the U.S.

The Company has submitted a PMTA filing for one ENDS product, and, under apparent FDA policies, FDA will not enforce the premarket

review requirements for that product pending review of its PMTA.

However, even with submission of the PMTA application, the FDA may reject

the Company’s application and may prevent the Company’s ENDS products from being sold in U.S., which will adversely affect

the Company’s business.

Amendments to the Prevent

All Cigarette Trafficking (“PACT”) Act, which became law in 2021, extend the PACT Act to include e-cigarette and all vaping

products, and place significant burdens on sellers of vaping products in the United States which may make it difficult to operate profitably

in the United States.

Because of tighter government regulations, the Company has stopped marketing tobacco vaping products in the United

States, as the volume of sales from the one tobacco vaping product which the Company may sell in the United States does not justify the

marketing and regulatory costs involved.

In the United States, cannabis

vaping products are governed by state laws, which vary from state to state.

Most states do not permit the adult recreational use of cannabis,

and no states permit the sale 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.

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

However, to the extent the PACT Act applies

to cannabis products that aerosolize liquids, it may be more difficult to sell our products in states that permit the sale of cannabis.

However, cannabis and its

derivatives containing more than 0.3 % delta-9 tetrahydrocannabinol on a dry weight basis remain Schedule I controlled substances under

federal law, meaning that federal law generally prohibits their manufacture and distribution.

United States federal law also deems

it unlawful to sell, offer for sale, transport in interstate commerce, import, or export “drug paraphernalia,” which includes

“any equipment, product, or material of any kind which is primarily intended or designed for use in manufacturing, compounding,

converting, concealing, producing, processing, preparing, injecting, ingesting, inhaling, or otherwise introducing into the human body

a controlled substance” the possession of which federal law prohibits, including Schedule I “marijuana.” Limited exemptions

exist, most notably when state or local law authorizes these items’ manufacture, possession, or distribution.

The European Commission issued

the Tobacco Products Directive (the “TPD”), which became effective on May 19, 2014, and became applicable in the European

Union member states on May 20, 2016.

The TPD regulates e-cigarettes on the packaging, labelling and ingredients of the products on

the European Union market, the creation of smoke-free environments, tax measures and activities against illegal trade and anti-smoke campaigns.

Member states of the European Union are required to ensure that advertisements for any tobacco related product are prohibited, and no

promotion shall be made as to those devices with an intention to promote e-cigarettes.

For the e-cigarettes released after May 20,

2016, TPD requires e-cigarette manufacturers to submit product sales applications to the regulatory market six months in advance, and

ensure their products can meet the TPD requirements before they can be released.

The Company has complied with TPD requirement for products

sold in Europe.

The sale of cannabis vaping

products is illegal in the European Union and the United Kingdom.

Customer and Supplier Concentration

(a) Customers

For the years ended June 30, 2022 and 2023,

the Company’s major customers, who accounted for more than 10 % of the Company’s consolidated revenue, were as follow:

For the year ended June 30,

2023 and 2024, the Company’s major customers, who accounted for more than 10% of the Company’s consolidated revenue, were

Major Customers

(b) Suppliers

For the years ended June 30, 2022 and 2023,

the Company’s suppliers, who accounted for more than 10 % of the Company’s total purchases, were as follows:

For the year ended June 30,

2023 and 2024, the Company’s suppliers, who accounted for more than 10% of the Company’s total purchases, were as follows:

Major Suppliers

(1) Major supplier B is Shenzhen Yi Jia, a Chinese company that is 95 % owned by the Company’s chief executive officer and principal stockholder.

The Company is subject to credit risk from

cash and cash equivalents, account receivables, financial assets included in prepayments and deposits and amounts due from related

All the Company’s cash and cash equivalents are held in major financial institutions located in Hong Kong and the

United States, which management believes are of high credit quality.

At June 30, 2022 and 2023, the Company had credit risk exposure

of uninsured cash in banks of $ 74,000,991 and $ 39,792,081 , respectively.

The Company has policies in place to evaluate credit risk

when accepting new business and to limit its credit exposure to individual customers.

The management considers the Company does not

have a significant concentration of credit risk.

The Company does not require collateral to support financial instruments that are

subject to credit risk.

CASH AND CASH EQUIVALENTS

Below is a breakdown of the Company’s cash

balances in banks for both years, both by geography and by currencies (translated into U.S.

As of June 30,

(1) Major supplier B is Shenzhen Yi Jia, a Chinese company that is 95 %

owned by the Company’s co-chief executive officer and principal stockholder.

instruments that potentially subject the Company to a concentration of credit risk consist of cash, accounts receivable and investment

The Company maintains its cash in financial institutions.

To the extent that such deposits exceed the maximum insurance

levels, they are uninsured.

As of June 30, 2023 and 2024,

the Company’s customers, whose accounts receivable balances accounted for more than 10% of the Company’s total accounts receivable,

were as follows:

the percentage was below 10%.

Below is a breakdown of the

Company’s cash balances in banks as of June 30, 2023 and 2024, both by geography and by currencies (translated into U.S.

By Geography:

“HKD” refers to Hong Kong dollars,

“GBP” refers to British pounds, and “EUR” refers to Euros.

FAIR VALUE MEASUREMENT

As of June 30, 2022 and 2023, information

about inputs into the fair value measurement of the Company’s assets and liabilities that are measured at fair value on a recurring

basis in periods subsequent to their initial recognition is as follows:

Cash and cash equivalents, accounts receivable,

prepaid expenses, other current assets, due from related parties and held-to-maturity investment are financial assets with carrying values

that approximate fair value due to their short-term nature.

Accounts payable, account payable – related party, contract liabilities,

accrued liabilities and other payables and due to related parties are financial liabilities with carrying values that approximate fair

value due to their short-term nature.

Cash in Malaysia

to Hong Kong dollars, “GBP” refers to British pounds, “EUR” refers to Euros, “RM” refers to Malaysia

ringgit, and “RMB” refers to Renminbi.

ACCOUNTS RECEIVABLE, NET

As of June 30, 2022 and 2023, accounts receivable

consisted of the following:

As of June 30, 2023

and 2024, accounts receivable consisted of the following:

Accounts receivable – gross

Allowance for doubtful accounts

Allowance for credit losses

( 1,498,806 )

( 5,885,238 )

Accounts receivable, net

recorded bad debt expense of nil and $ 3,332,825 for years ended

June 30, 2022 and 2023 respectively.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of June 30, 2022 and 2023, prepaid expenses

and other current assets consisted of the following:

The Company recorded

$ 3,332,825 and $ 6,015,752 credit loss expenses for the year ended June 30, 2023 and 2024, respectively.

For the years ended June 30,

2023 and 2024, the Company wrote off accounts receivable against allowance for credit losses of $ 0 and $ 1,629,320 , respectively.

Activity in the allowance for credit losses is below:

Balance at July 1, 2023

Current period provision for expected losses

Write-offs charged against the allowance

( 1,629,320 )

Balance at June 30, 2024

PREPAID EXPENSES AND OTHER CURRENT

As of June 30, 2023

Prepaid inventories

and 2024, prepaid expenses and other current assets consisted of the following:

Prepayment for inventory purchases

Other receivable

Prepayments primarily consist of prepayment for

raw materials and consulting services provided by suppliers.

Prepaid provisional tax

PROPERTY, PLANT AND EQUIPMENT, NET

As of June 30, 2022 and 2023, property,

equipment and leasehold improvement consisted of the following:

As of June 30, 2023

Leasehold improvement

and 2024, property, plant and equipment consisted of the following:

Leasehold improvements

Office and other equipment

Furniture and fixture

Furniture and fixtures

Construction-in-progress

accumulated depreciation

the years ended June 30, 2022 and 2023, depreciation expense amounted to $ 11,437 and $ 46,629 , respectively.

INTANGIBLE ASSETS

On September 30, 2022, an intellectual property

transfer agreement and an exclusive license agreement was signed such that all patents, trademarks, Know-how and Know-how Documentation

related to cannabis vaping products and tobacco vaping products were transferred from Tuanfang Liu, Aspire Global and Shenzhen Yi Jia

to Aspire North America and Aspire Science.

As the intangible assets were transferred from Tuanfang Liu, the controlling stockholder,

the Company recorded the assets at his cost, which is $ 0 , in accordance with ASC 805-50-30-5 and SEC Staff Accounting Bulletin Topic 5.

The Company engaged a third party firm to perform a valuation on the fair values of the intangible assets on the date of transfer and

the estimated fair values were $ 74,259,915 , in accordance with ASC 350.

For the years ended June 30,

2023 and 2024, depreciation expense amounted to $ 46,629 and $ 479,066 , respectively.

OTHER INVESTMENT

On February 13, 2024, the Company acquired shares of preferred equity investment in

Touch Point Worldwide, Inc.

d/b/a/ Berify, a Delaware corporation (“Berify”).

The Company purchased 908,464 shares of Berify

Series Seed Preferred equity for $ 1 million, yielding a 2.3 % ownership in Berify.

On April 5, 2024, the Company invested an

additional of $ 1 million into Berify’s preferred equity for 908,464 shares, giving the Company a total of 1,816,928 shares equal

to a 4.5 % interest in Berify.

As of June 30, 2024, the investment in Berify amounted to $ 2,000,000 .

The Series Seed Preferred

Shares are convertible at any time into Berify common stock on a one-to-one basis, subject to certain specified adjustment provisions,

and are mandatorily convertible upon an initial public offering or upon the election of the holders of a majority of the outstanding shares

of Berify preferred stock.

The Series Seed Preferred Shares will be paid in preference to the holders of common stock upon any voluntary

or involuntary liquidation, dissolution or winding up of the entity, or upon a deemed liquidation event (consisting of (a) a merger or

consolidation, or (b) the sale, lease, transfer of all or substantially all of the entity’s assets), based on the original issue

price plus declared but unpaid dividends.

The Series Seed Preferred Shares do not provide the Company with the ability to require repurchase

of the shares at any specified time or upon any specified event.

The Series Seed Preferred

equity comes with a variety of protective rights for Series Seed Preferred shareholders, including the ability to approve the creation

of new classes of capital stock, redemptions of capital stock, declare dividends on capital stock and effecting a deemed liquidation event

or liquidation, dissolution or winding up of the entity.

The holders of Berify Series Seed Preferred Shares vote with holders of common

stock on an as-converted basis.

The Company accounts for the

investment in Berify Series Seed Preferred Shares as equity securities under ASC 321.

The Company initially recognized the investment

based on its transaction price, reflective of the fair value of the investment.

As the investment does not have a readily determinable

fair value, the Company applies the measurement alternative, and measures at cost less any impairment on a subsequent measurement basis,

until there are any observable price changes that can be applied to the measurement of the investment.

EQUITY METHOD INVESTMENT

On April 5, 2024 (the “Closing

Date”), Aspire North America entered into a capital contribution, subscription, and joint venture agreement (the “JV Agreement”)

with several other parties, including Chemular Inc., a Michigan corporation (“Chemular”), Touch Point Worldwide, Inc.

Berify, a Delaware corporation (“TPW” or “Berify”), and IKE Tech LLC, a Delaware limited liability company (the

“Joint Venture”, and together with Chemular, Berify, and the Company, each a “Party” and collectively, the “Parties”)

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

Pursuant to the JV Agreement, the parties created a legal entity,

IKE Tek LLC (“IKE”), whose business will be licensing, owning, operating and developing an industry-standard age-verification

solution for vapor (e-cigarette) devices in the U.S.

market as the related planned submission of PMTA applications that seek 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 the use of 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, creating added security and reliability that deters counterfeiting in connection with vapor

On the Closing Date, Ispire

(i) contributed $ 1 million to IKE in cash for funding its operating activities, and (ii) entered into a binding commitment to make an

additional capital contribution to IKE in the aggregate amount of up to $ 9 million.

Upon written request of IKE, Ispire shall make additional

capital contributions in cash to IKE in the aggregate amount of up to $ 9 million as necessary for research and development purchase as

provided for in IKE’s board-approved budget for the preparation and submission of the PMTAs, as well as IKE’s commercialization

work, including staffing, software development, office space and the purchase of raw materials (the “Ispire Contribution Commitment”).

The Company’s capital account as of the Closing Date reflects a balance including the Ispire Contribution Commitment.

for Ispire’s total investment of $ 10 million, which includes the Ispire Contribution Commitment, IKE issued to Ispire membership

interests in an aggregate amount initially equal to forty percent ( 40 %) of the membership interests in IKE on the Closing Date.

The Company evaluates the interests in Variable Interest Entities (“VIEs”)

and will consolidate any VIE in which it has a controlling financial interest and are deemed to be the primary beneficiary.

A controlling

financial interest has both of the following characteristics:

(1) the power to direct the activities of the VIE that most significantly

impact its economic performance;

and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or

the right to receive benefits from the VIE that could be significant to the VIE.

If both of the characteristics are met, we are considered

to be the primary beneficiary and therefore will consolidate that VIE into our consolidated financial statements.

The Company determined that

IKE is a variable interest entity (“VIE”), as IKE does not have sufficient equity at risk to continue operations without additional

financial support.

However, the Company is not the primary beneficiary of IKE, given that the Company does not have the power to direct

the operating activities that most significantly impact IKE’s economic performance.

The Company accounts for its investment under

the equity method of accounting, given that it exerts significant influence over IKE.

Under the equity method, the investment is initially

recorded at cost and is subsequently increased for our proportionate share of income of the investee and reduced to reflect our proportionate

share of losses of the investee, dividends received and other-than-temporary impairments.

At June 30, 2024, the Company assessed its equity

method investment for any impairment and concluded that there were no indicators of impairment.

As of June 30, 2024, the investment

in joint venture accounted for under the equity method amounted to $ 10,248,048 .

For the years ended June 30,

2024, the Company’s share of the joint venture’s net loss was $ 117,905 , which was included in “other (expense) income,

net” in the consolidated statements of operations and comprehensive loss.

The tables below present the

summarized financial information, as provided to the Company by the investee, for the unconsolidated company:

Current assets

Noncurrent assets

Current liabilities

Gross profit (loss)

Loss from operations

CONTRACT LIABILITIES

As of June 30, 2022 and 2023, the Company had

total contract liabilities of $ 1,672,051 and $ 988,556 , respectively.

These liabilities are advance deposits received from customers after

an order has been placed.

The balance of $ 1,672,051 as of June 30, 2022 was recognized as revenue during 2023.

As of June 30 2023, the

Company expects all of the contract liabilities to be settled in less than one year.

The decrease in balance at June 30, 2023 was due

to less orders on hand on that date.

The Company has operating lease arrangements

for office premises for HK and California.

As of June 30, 2023 and 2024,

the Company had total contract liabilities of $ 988,556 and $ 2,218,166 , respectively.

These liabilities are advance deposits received

from customers after an order has been placed.

As of June 30, 2024, the Company expects all of the contract liabilities to be settled

in less than one year.

The increase in the balance at June 30, 2024 was due to more orders on hand on that date.

Changes in the contract liabilities is below:

Balance at July 1, 2023

Contract liabilities recognized related to advanced deposits

Revenue recognized in current period

( 25,650,502 )

Balance at June 30, 2024

The Company has operating

lease arrangements for office premises in Hong Kong, California and Malaysia.

These leases typically have terms of two to five years .

Leases with an initial term of 12 months or less

are not presented as right-of-use assets on the consolidated balance sheet and are expensed over the lease term.

All other lease assets

and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date.

The balances for the right-of-use assets where

the Company is the lessee are presented as follow:

As of June 30,

Right-of-use assets

Lease liabilities - current

Lease liabilities – non-current

As of June 30, 2023, the maturities of our lease

liabilities (excluding short-term leases) are as follows:

Year Ended June 30,

Leases with an initial term

of 12 months or less are not presented as right-of-use assets on the consolidated balance sheet and are expensed over the lease term.

All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement

The balances for the right-of-use

assets and lease liabilities where the Company is the lessee are presented as follow:

Operating lease right-of-use assets

Operating lease liabilities – current

Operating lease liabilities – non-current

As of June 30, 2024, the

maturities of our lease liabilities (excluding short-term leases) are as follows:

July 1, 2024 to June 30, 2025

July 1, 2025 to June 30, 2026

July 1, 2026 to June 30, 2027

July 1, 2027 to June 30, 2028

Total future lease payments

1 unchanged sentence

Total lease liabilities

The Company incurred lease costs, which includes

the amortization of the right-of-use assets and the payment of short-term leases, of $ 667,712 and $ 1,237,868 on the Company’s consolidated

statements of operations and comprehensive loss for the years ended June 30, 2022 and 2023, respectively.

The Company made payments of $ 304,291 and $ 1,141,142

under the lease agreements during the years ended June 30, 2022 and 2023, respectively.

The weighted-average remaining lease term related

to the Company’s lease liabilities as of June 30, 2022 and 2023 was 1 and 3.8 years, respectively.

The discount rate related to the Company’s

lease liabilities as of both June 30, 2022 and June 30, 2023 was 5.8 % and 8.1 %.

The discount rates are generally based on estimates of

the Company’s incremental borrowing rate, as the discount rates implicit in the Company’s leases cannot be readily determined.

As of June 30, 2023, the Company had $ 0.2 million of future payments

under additional leases, primarily for office, which had not yet commenced.

This lease, which has a two-year term, will commence in July

The Company incurred lease

costs, which include the payment of short-term leases, of $ 1,237,868 and $ 1,522,974 on the Company’s consolidated statements of

operations and comprehensive loss for the years ended June 30, 2023 and 2024, respectively.

The Company made payments

of $ 1,141,142 and $ 1,342,709 under the lease agreements during the year ended June 30, 2023 and 2024, respectively.

The weighted-average remaining

lease term related to the Company’s lease liabilities as of June 30, 2023 and 2024 was 4 years and 2.7 years, respectively.

The discount rate related

to the Company’s lease liabilities as of June 30, 2023 and 2024 was 8.1 % and 7.9 %.

The discount rates are generally based on estimates

of the Company’s incremental borrowing rate, as the discount rates implicit in the Company’s leases cannot be readily determined.

ACCRUED LIABILITIES AND OTHER PAYABLES

As of June 30, 2022 and 2023, accrued liabilities

and other payables consisted of the following:

As of June 30, 2023

Accrued salaries and related benefits

and 2024, accrued liabilities and other payables consisted of the following:

Joint venture investment payable

Other payables

Accrued salaries and related benefits

Accrued expenses

DIVIDENDS PAYABLE

Dividends payable represent a dividend declared

by the Company’s HK subsidiary, Aspire Science, in the year ended June 30, 2020, which was payable to Aspire Science’s then

sole stockholder, who was the Company’s chief executive officer and is co-chief executive officer.

The dividend was declared prior

to the transfer of the equity interest in Aspire Science to Aspire Holdings , which subsequently transferred the equity interest to Ispire

International.

Set forth below is the information relating to the dividend payable at June 30, 2022 and 2023.

As of June 30,

At the beginning of the year

Dividends declared

Dividends paid

( 3,362,639 )

At the end of the year

Reserve for product returns

Other tax payable

RELATED PARTY TRANSACTIONS

a) The table below sets forth the major related parties and

their relationships with the Company:

of related parties and Relationship with the Company

-Tuanfang Liu is the Chairman of the Company.

a) The table below sets forth the major related parties and their relationships with the Company:

Name of related parties and Relationship with the Company

- Tuanfang Liu is the Co-Chief Executive Officer and Chairman of the Company.

- Jiangyan Zhu is the wife of Tuanfang Liu and a director of the Company.

-Eigate (Hong Kong) Technology Co., Limited (“Eigate”) is a wholly-owned subsidiary of Aspire Global.

- Eigate (Hong Kong) Technology Co., Limited (“Eigate”) is a wholly-owned and controlled by the Company’s Chairman.

- Aspire Global is a company controlled by the Chairman of the Company.

- Aspire International Hong Kong Limited is a wholly-owned subsidiary of Aspire Global.

- Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company’s Chairman and 5% by the Chairman’s cousin.

b) Tuanfang Liu is also Aspire Global’s chief executive

officer and a director of both the Company and Aspire Global, and his wife, Jiangyan Zhu, is also a director of both companies.

30, 2023, Mr.

Zhu beneficially owned 66.5 % and 5.0 %, 61.3 % and 4.6 %, respectively, of the outstanding shares of both Aspire

Global and the Company.

c) The Company had the following balances due from related parties:

As of June 30,

Shenzhen Yi Jia

The balances represent payment on behalf of these

related parties, such as freight and tariff charges and others.

These balances as of June 30, 2022 were all non-interest bearing, unsecured,

have no due date and are repayable on demand and the balances were fully settled in November 2022.

d) The balances in due to related parties at June 30, 2022 and

2023 represent amount due to Eigate of $ 40,672,768 and amount due to Shenzhen Yi Jia of $ 710,910 , respectively.

These balances were all

non-interest bearing, unsecured, have no due date and are repayable on demand.

e) For the years ended June 30, 2022 and 2023, substantially

all of the Company’s tobacco and cannabis vaping products were purchased from Shenzhen Yi Jia.

As of June 30, 2022 and 2023,

the accounts payable - related party was $ 41,982,373 and $ 55,769,526 , respectively, which was payable to Shenzhen Yi Jia.

For the years

ended June 30, 2022 and 2023, the purchases from Shenzhen Yi Jia were $ 74,787,679 and $ 83,060,957 , respectively.

b) Tuanfang Liu is also Aspire Global’s chief executive officer and a director of both the Company and Aspire Global, and his wife, Jiangyan Zhu, is also a director of both companies.

As of June 30, 2024, Mr.

Zhu beneficially own 66.5 % and 5.0 %, respectively, of the outstanding shares of Aspire Global.

As of June 30, 2024, Mr.

Zhu beneficially own 58.9 % and 4.4 %, respectively, of the outstanding shares of the Company.

c) The balances due to related parties at June 30, 2023 and 2024 represent amounts due to Shenzhen Yi Jia of $ 710,910 and $0 , respectively.

The balances are all non-interest bearing, unsecured, have no due date and are repayable on demand.

d) For both year ended June 30, 2023 and 2024, the majority of the Company’s tobacco and cannabis vaping products were purchased from Shenzhen Yi Jia.

As of June 30, 2023 and 2024, the accounts payable–- related party was $ 51,698,588 and $ 67,046,472 , respectively, which was payable to Shenzhen Yi Jia.

There are no fixed payment terms regarding these balances and they are classified as current liabilities.

For the year ended June 30, 2023 and 2024, the purchases from Shenzhen Yi Jia were $ 83,060,957 and $ 91,324,614 , respectively.

British Virgin Islands (“BVI”)

Under the current laws of the BVI, the Company’s

BVI subsidiary, Ispire International, is not subject to income or capital gains taxes.

In addition, dividend payments are not subject

to withholding tax in the BVI.

the two-tiered profits tax rates regime for Hong Kong, the first 2 million HKD of profits of the qualifying entity will be taxed at 8.25 %,

and profits above HKD 2 million will be taxed at 16.5 %.

Under the current laws of

the BVI, the Company’s BVI subsidiary, Ispire International, is not subject to income or capital gains taxes.

In addition, dividend

payments are not subject to withholding tax in the BVI.

Under the two-tiered profits

tax rates regime for Hong Kong, the first 2 million HKD of profits of the qualifying entity will be taxed at 8.25 %, and profits above

HKD 2 million will be taxed at 16.5 %.

United States

Company and Aspire North America LLC are each subject to

the federal income tax rate if in a taxable position.

For the years ended June 30, 2022 and 2023,

loss before income taxes consists of:

The Company and Aspire North America LLC are each subject to the federal

income tax rate of 21 % if in a taxable position.

For the year ended June 30,

2023 and 2024 income (loss) before income taxes by major taxing jurisdiction consists of:

( 12,202,526 )

2 unchanged sentences

$ ( 4,758,323 )

The reconciliation of the actual income taxes

to the amount of tax computed by applying the aforementioned statutory tax rate to pre-tax income is as follows:

Expected taxation at HK statutory rate

$ ( 13,485,776 )

The reconciliation of the

actual income taxes to the amount of tax computed by applying the aforementioned statutory tax rate to pre-tax income is as follows:

Federal statutory income tax rate

$ ( 999,248 )

Tax effect of two-tiered profits tax regime

Effect of income tax rate difference in other jurisdictions

Non-deductible expenses

Non-taxable income

$ ( 2,832,013 )

State income taxes, net of federal benefit and valuation allowance

Permanent Differences

Foreign Rate Differential

Change in valuation allowance

Income tax expense

For the years ended June 30, 2022 and 2023,

there are net operating losses of $ 8,519,617 and $ 14,584,702 that arose from Aspire North America LLC, which can be carried forward indefinitely

to offset up to 80 % of each year’s taxable income, until fully utilized.

At June 30, 2022 and 2023, these net operating loss carryforwards

may result in future income tax benefits of $ 1,789,120 and $ 3,062,787 , respectively.

Valuation allowances provided against the deferred

tax assets are related to the net operating loss carryforwards, as the Company’s management does not believe that sufficient positive

evidence exists to conclude that the benefits of such deferred tax assets are more likely than not to be realized in full.

of the valuation allowance as of June 30, 2022 and 2023 was $ 1,925,780 and $ 4,500,444 , respectively.

Deferred tax assets and liabilities represent

the future effects on income taxes that result from temporary differences and carryforwards that exist at the balance sheet date, and

are measured using enacted rates and provisions of the tax law.

Deferred tax assets are recognized for deductible temporary differences

as well as tax attributes.

Significant components of the Company’s

deferred tax liabilities and assets as of June 30, 2022 and 2023 are as follows:

The Company’s effective

tax rate for the years ended June 30, 2023 and 2024, was different from the United States statutory income tax rate due primarily to the

and Malaysia subsidiaries being in a loss position and the Hong Kong subsidiary being in an income position.

No tax benefit has been

recognized for this current losses and the related carryforward losses of these subsidiary, as a full valuation allowance has been established

against the deferred tax asset arising from the losses.

As at June 30, 2024, there

were unrecognized deferred tax assets of $ 13,029,870 , out of which $ 7,006,420 were federal, state, and foreign net operating loss carryforwards

that may result in future income tax benefits, resulting from net operating losses of $ 24,310,876 , $ 23,740,602 , and $ 1,013,283 , respectfully.

Pursuant to the Tax Cuts and Jobs Act enacted by the U.S.

federal government in December 2017.

For federal income tax purposes, NOL carryovers

generated for tax years beginning January 1, 2018 can be carried forward indefinitely but will be subject to a taxable income limitation.

State NOLs will begin expiring in 2043 and foreign NOLs will begin expiring in 2034.

The amount of the valuation allowance as of June 30, 2024 was $ 11,850,516 ,

resulting from an addition of $ 7,350,072 to the valuation allowance of $ 4,500,444 as of June 30, 2023.

Valuation allowances provided against

the deferred tax assets are related to the net operating loss carryforwards, as the Company’s management does not believe that sufficient

positive evidence exists to conclude that the benefits of such deferred tax assets are more likely than not to be realized in full.

Deferred tax assets and liabilities

represent the future effects on income taxes that result from temporary differences and carryforwards that exist at the balance sheet

date, and are measured using enacted rates and provisions of the tax law.

Deferred tax assets are recognized for deductible temporary

differences as well as tax attributes.

Significant components of

the Company’s deferred tax liabilities and assets as of June 30, 2023 and 2024 are as follows:

Deferred tax assets:

2 unchanged sentences

Accounts receivable impairment

Property, plant and equipment

Share based compensation

Lease liabilities

Total deferred tax assets

2 unchanged sentences

( 11,850,516 )

Net deferred assets

Deferred tax liabilities:

Property, plant and equipment

Right of use assets

Net deferred tax liabilities

( 1,179,354 )

Net deferred tax asset

3 unchanged sentences

At the end of the year

The Company is subject to income taxes in the

The Company is subject to

income taxes in the U.S.

federal, state, and various foreign jurisdictions.

Tax regulations within each jurisdiction are subject to the interpretation of

the related tax laws and regulations and require significant judgment to apply.

All of the Company’s tax years will remain open

for examination by the US federal and state tax authorities from the date the returns are filed or are due, whichever is later.

does not have any tax audits or other issues pending.

Tax regulations within each jurisdiction are subject to the

interpretation of the related tax laws and regulations and require significant judgment to apply.

All of the Company’s tax years

will remain open for examination by the US federal and state tax authorities from the date the returns are filed or are due, whichever

The Company does not have any tax audits or other issues pending.

The following table summarizes

information with respect to outstanding warrants to purchase common stock during the years ended June 30, 2023 and 2024:

Name Warrants

Outstanding at June 30, 2023 62,100 62,100 8.75 46 -

Granted 111,111 111,111 9.00 119 -

Outstanding at June 30, 2024 173,211 173,211 8.91 93 -

April 3, 2023, the Company issued representative of the underwriters 62,100 warrants.

Each warrant entitles the holder to purchase one

share of common stock at an exercise price of $ 8.75 , during the period commencing April 3, 2023, and expiring on April 3, 2028.

of the warrants have been exercised yet.

On April 5, 2024, the Company

issued a warrant to purchase 111,111 shares of its Common Stock to Berify in a private placement concurrent with the closing of investment

in Ike Tech LLC, the joint venture.

The Warrant has an exercise price of $ 9.00 per share, is exercisable immediately, and

will expire ten years from the date of issuance, or April 5, 2034.

The warrants are equity-classified and recorded at fair value.

party valuation specialist was engaged to assist management with the fair value estimation and the Black-Scholes option pricing model

was adopted to estimate the fair value of the warrants.

Key assumptions used in determining fair value were as below:

Time to expiry 10 years

Expected volatility 50 %

Risk-free interest rate 4.40 %

Expected dividend yield 0 %

STOCK-BASED COMPENSATION

In October 2022, the directors

and stockholders of the Company approved the 2022 Equity Incentive Plan (the “Plan”) pursuant to which up to 15,000,000 shares

of common stock may be issued pursuant to options, restricted stock or RSUs grants.

The Plan is administered by the Compensation Committee

of the Board of Directors.

Awards under the Plan may be granted to officers, directors, employees and those consultants who qualify as

a consultant or advisor under the instructions to the Company’s Form S-8 (File No.

333-273458) filed with U.S.

Securities and Exchange

Commission on July 26, 2023.

The Compensation Committee has broad discretion in making awards, provided that any options shall be exercisable

at the fair market value on the date of grant.

Restricted stock

During the year ended June

30, 2024, 148,216 shares of common stock were issued to the Company’s board of directors in settlement of restricted stock granted

under the Plan.

Restricted stock granted to directors vests over three to six months and was fully vested as of June 30, 2024.

recognized share-based compensation expense totaling $ 826,996 related to the restricted stock issued to the Company’s board of directors,

based the grant date fair value of the awards.

There is no unrecognized compensation expenses related to these restricted stock awards

as of June 30, 2024.

During the year ended June

30, 2024, the Company entered into consulting agreements with two consultants which provide for the issuance of up to 150,000 shares of

common stock to each consultant (a total of 300,000 shares of common stock).

Under the terms of the consulting agreements, (a) 25,000

shares of common stock vested upon execution of the consulting agreements (a total of 50,000 shares of common stock), (b) 100,000 shares

of common stock will vest upon the attainment of five separate sales-based targets, in 20,000 share increments (a total of 200,000 shares

of common stock), and (c) 25,000 shares of common stock will vest on October 1, 2027, if the consulting agreements have not been terminated

(a total of 50,000 shares of common stock).

Upon execution of the consulting agreements, the Company issued a total of 50,000 shares of

common stock and recognized stock-based compensation expense totaling $ 357,000 , and estimated the grant date fair value of the restricted

stock to be $ 7.14 per share.

The shares of common stock that vest upon the attainment of the sales-based targets include performance-based

vesting conditions, which the Company has determined were not probable of being achieved at June 30, 2024.

As such, the Company has not

recognized any compensation expense as of June 30, 2024, related to the restricted common stock with performance-based vesting conditions.

The shares of common stock that vest on October 1, 2027, include time-based vesting criteria.

For these shares, the Company recognizes

stock-based compensation expense based on the grant date fair value on a straight-line basis over the required service period.

year ended June 30, 2024, the stock-based compensation expense related to the restricted common stock with time-based vesting conditions

was not material.

During the year ended June

30, 2024, 3,750,000 stock options and 637,235 RSUs were granted to the Company’s employees under the Plan.

See below for details.

Stock Options

The following is a summary

of stock option activity transactions as of and for the year ended June 30, 2023 and June 30, 2024:

Of options Weighted

price Weighted

option Weighted

Outstanding at June 30, 2023 -

Granted 3,750,000 $ 9.19 $ 5.19 9.1

Forfeiture ( 495,000 ) $ 9.81 $ 5.58 9.2

Outstanding at June 30, 2024 3,255,000 $ 9.10 $ 5.13 9.1

Exercisable at June 30, 2024 200,000 $ 8.66 $ 4.08 5.0

The aggregate intrinsic value

of options outstanding with an exercise price less than the closing price of the Company’s common stock as of June 30, 2024

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the period

in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable.

Total expense of options

vested for the year ended June 30, 2023 and 2024, was $ 0 and $ 3,607,816 , respectively.

The options granted during year ended June 30,

2024 were valued using the binomial option pricing model based on the following range of assumptions:

Exercise multiple

Expected volatility

Risk-free interest rate

4.049 % - 4.812 %

Expected dividend yield

RSUs granted to employees

vest cumulatively as to one-third of the restricted stock units on each of the first three anniversaries of the date of grant based on

continues service.

Each vested RSU entitles holder to receive one share of common stock upon exercise.

RSUs are accounted for as equity

using the fair value method, which requires measurement and recognition of compensation expense for all awards granted to employees,

directors and consultants based upon the grant-date fair value.

Weighted average

Unvested, June 30, 2023

Canceled and forfeited

Unvested, June 30, 2024

Total expense for the RSUs

during the year ended June 30, 2023 and 2024 was nil and $ 1,588,470 .

The following table summarizes

the allocation of stock-based compensation in the accompanying consolidated statements of operations and comprehensive loss:

General and administrative expenses

Sales and marketing expenses

As of June 30, 2024, the

Company had approximately $ 17,517,993 in unrecognized compensation expenses related to all non-vested options and RSUs that will be

recognized over the weighted-average period of 2.9 years.

STOCKHOLDERS’ EQUITY

On April 6, 2023, the Company completed the public

offering of 2,700,000 shares of common stock at a public offering price of $ 7.00 per share, par value $ 0.0001 per share, with option for

underwriters to purchase up to an additional 405,000 at the initial public offering price as over-allotment.

On April 25, 2023, the underwriters

fully exercised their over-allotment option, and 405,000 shares were issued at public offering price of $ 7.00 per share, par value $ 0.0001

These two transactions altogether generated proceeds of $ 21,735,000 , offset by offering costs of $ 3,475,171 , which contributed

an increase of share capital of $ 311 and additional paid in capital of $ 18,259,518 .

On June 26, 2023, pursuant to purchase agreements

dated June 26, 2023, the Company sold to three investors in a private placement an aggregate of 1,117,420 shares of common stock, at a

purchase price of $ 7.1318 per share.

This private replacement generated proceeds of $ 7,969,221 , offset by offering cost of $ 543,153 , which

contributed an increase of share capital of $ 111 and additional paid in capital of $ 7,425,957 .

EARNINGS PER SHARE

The Company has authorized

the issuance of 140,000,000 shares of common stock, with a par value of $ 0.0001 per share.

On April 6, 2023, the Company

completed the public offering of 2,700,000 shares of common stock at a public offering price of $ 7.00 per share, par value $ 0.0001 per

share, with option for underwriters to purchase up to an additional 405,000 at the initial public offering price as over-allotment.

April 25, 2023, the underwriters fully exercised their over-allotment option, and 405,000 shares were issued at public offering price

of $ 7.00 per share, par value $ 0.0001 per share.

These two transactions altogether generated proceeds of $ 21,735,000 , offset by offering

costs of $ 3,475,171 , which contributed an increase of share capital of $ 311 and additional paid in capital of $ 18,259,518 .

On June 26, 2023, pursuant

to purchase agreements dated June 26, 2023, the Company sold to three investors in a private placement an aggregate of 1,117,420 shares

of common stock, at a purchase price of $ 7.1318 per share.

This private replacement generated proceeds of $ 7,969,221 , offset by offering

cost of $ 543,153 , which contributed an increase of share capital of $ 111 and additional paid in capital of $ 7,425,957 .

On March 22, 2024, pursuant

to a securities purchase agreement with certain purchasers, the Company sold, in a secondary offering, an aggregate of 2,050,000 shares

of common stock, with par value $ 0.0001 per share, at a public offering price of $ 6.00 per share.

This offering generated proceeds of

$ 12,300,000 , offset by offering cost of $ 1,514,094 , which contributed an increase of share capital of $ 205 and additional paid in capital

of $ 10,785,701 .

The Company has authorized

the issuance of 10,000,000 shares of preferred stock, with a par value of $ 0.0001 per share.

As of and for the years ended June 30, 2024

and 2023, there were no shares of preferred stock issued or outstanding.

LOSS PER SHARE

The following table presents a reconciliation

4 unchanged sentences

Net loss per basic and diluted share of common stock

LEGAL PROCEEDINGS

From time to time, we may be subject to legal

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.

SUBSEQUENT EVENTS

In July 2023, the Company registered the grant

of up to 15,000,000 shares of common stock, par value $ 0.0001 per share, to certain employees of and consultants to the Company either

as stock grants, stock options or other equity-based incentives, and the subsequent exercise of any stock options pursuant to the 2022

Equity Incentive plan (the “Plan”).

On September 4, 2023, the Board, as administrator

of the Plan, granted pursuant to the Plan non-qualified stock options to its executive officers, and other employees to purchase an aggregate

of 2,605,000 shares of common stock, at exercise price of $ 9.76 per share, being the fair market value on the date of grant.

These options

shall vest cumulative as to 25 % of the shares subject to the options over four years on the annual anniversary of date of grant.

On September 4, 2023, the Board also issued 587,235

restricted stock units to its executive officers, and other employees, pursuant to the Plan.

The restricted stock units vest cumulatively

as to one-third of the restricted stock units over three years on the annual anniversary of the date of grant.

COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be subject to legal or regulatory

proceedings, investigations and claims incidental to the conduct of its business.

The Company is not a party to, nor is the Company 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.

Concurrently with the JV Agreement

(see Note 9), Ispire entered into an exclusive supply agreement with Berify, whereby Ispire is obligated to purchase all Bluetooth enabled

integrated circuits to be used on vape type devices to control the activation of the device that are to be sold to IKE at cost plus a

20 % mark-up.

In addition, IKE entered into an exclusive supply agreement with Ispire, whereby IKE is obligated to purchase at cost plus

a 5 % mark-up all products to be sold by IKE in the nicotine field.

QUARTERLY FINANCIAL DATA (UNAUDITED AND RESTATED)

The Company is providing restated

quarterly unaudited consolidated financial information as of and for the periods ended September 30, 2023, December 31, 2023 and March

31, 2024 in the table below.

See Note 2, Restatement of Consolidated Financial Statements for the Year Ended June 30, 2023, for further

background concerning the events preceding the restatement of financial information in this Form 10-K.

The restated unaudited condensed

consolidated balance sheet items for periods ended September 30, 2023, December 31, 2023, and March 31, 2024, are as follows:

Consolidated Balance Sheet as of September 30, 2023

Other non-current assets

$ ( 489,720 )

Right-of-use assets – operating leases

Total other assets

Operating lease liability - current

Total current liabilities

Operating lease liability – net of current portion

Total liabilities

Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

Consolidated Balance Sheet as of December 31, 2023

Other non-current assets

$ ( 428,505 )

Right-of-use assets – operating leases

Total other assets

Operating lease liability - current

Total current liabilities

Operating lease liability – net of current portion

Total liabilities

Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

Consolidated Balance Sheet as of March 31, 2024

Other non-current assets

$ ( 428,505 )

Right-of-use assets – operating leases

Total other assets

Operating lease liability - current

Total current liabilities

Operating lease liability – net of current portion

Total liabilities

Retained earnings (accumulated deficit)

( 5,498,886 )

( 5,315,841 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

The restated unaudited condensed

consolidated statement of operations and comprehensive loss items for the three months ended September 30, 2023, and the three and six

months ended December 31, 2023, and the three and nine months ended March 31, 2024, are as follows:

Consolidated Statement of Operations and Comprehensive Loss for the three months ended September 30, 2023

Cost of revenue

Sales and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operations

Loss before income taxes

( 1,374,615 )

( 1,341,587 )

Comprehensive loss

( 1,330,152 )

( 1,297,124 )

Net loss per share:

Basic and diluted

Consolidated Statement of Operations and Comprehensive Loss for the three months ended December 31, 2023

Cost of revenue

Sales and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operations

( 3,950,636 )

( 3,920,224 )

Loss before income taxes

( 3,670,144 )

( 3,639,732 )

( 4,022,324 )

( 3,991,912 )

Comprehensive loss

( 3,907,997 )

( 3,877,585 )

Consolidated Statement of Operations and Comprehensive Loss for the six months ended December 31, 2023

Cost of revenue

Sales and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operations

( 4,861,909 )

( 4,798,469 )

Loss before income taxes

( 4,548,714 )

( 4,485,274 )

( 5,396,939 )

( 5,333,499 )

Comprehensive loss

( 5,238,149 )

( 5,174,709 )

Consolidated Statement of Operations and Comprehensive Loss for the

three months ended March 31, 2024

General and administrative expenses

Total operating expenses

Loss from operations

( 5,679,923 )

( 5,655,295 )

Loss before income taxes

( 5,694,266 )

( 5,669,638 )

( 5,949,751 )

( 5,925,123 )

Comprehensive loss

( 5,938,963 )

( 5,914,335 )

Consolidated Statement of Operations and Comprehensive Loss for the nine months ended March 31, 2024

Cost of Revenue

Sales and marketing expenses

General and administrative expenses

Total operating expenses

Loss from operations

( 10,541,832 )

( 10,453,764 )

Loss before income taxes

( 10,242,980 )

( 10,154,912 )

( 1,103,710 )

( 11,346,690 )

( 11,258,622 )

Comprehensive loss

( 11,177,112 )

( 11,089,044 )

The restated unaudited condensed

consolidated statement of cash flows items for the three months ended September 30, 2023, the six months ended December 31, 2023, and

the nine months ended March 31, 2024, are as follows:

Consolidated Statement of Cash Flows for the three months ended September 30, 2023

$ ( 1,374,615 )

$ ( 1,341,587 )

Right-of-use assets amortization

Operating lease liabilities

Net cash used in operating activities

( 12,880,245 )

( 13,122,607 )

Principal portion of lease payment

Net cash used in financing activities

Supplemental non-cash investing and financing activities:

Leased assets obtained in exchange for operating lease liabilities

Consolidated Statement of Cash Flows for the six months ended December 31, 2023

$ ( 5,396,939 )

$ ( 5,333,499 )

Right-of-use assets amortization

Prepaid expenses and other current assets

Operating lease liabilities

Net cash used in operating activities

( 20,232,049 )

Supplemental non-cash investing and financing activities:

Leased assets obtained in exchange for operating lease liabilities

Consolidated Statement of Cash Flows for the nine months ended March 31, 2024

$ ( 11,346,690 )

$ ( 11,258,622 )

Right-of-use assets amortization

Prepaid expenses and other current assets

Operating lease liabilities

Net cash used in operating activities

( 16,878,126 )

Supplemental non-cash investing and financing activities:

Leased assets obtained in exchange for operating lease liabilities

SUBSEQUENT EVENT

On September 24, 2024, David Hessler and

the Company agreed to transition his role from our Chief Operating Officer to a consulting role.

Hessler’s wholly owned

consulting entity, Synergie Conseils SARL (“Synergie”), and our subsidiary Aspire North America have entered a Consulting

Agreement, dated as of September 24, 2024, under which Mr.

Hessler, through Synergie, will provide consulting services to the Company

for international nicotine related projects (the “Consulting Agreement”).

The Consulting Agreement provides for a 10-month

term and may be terminated by either party on 3-months’ notice.

Synergie will receive a monthly consulting fee of $ 12,500 and Mr.

receive the immediate vesting of 25,000 of his non-qualified stock options.

Under the Consulting Agreement, Synergie will be paid or reimbursed

Hessler’s travel time, travel expenses, or any other costs or expenses expressly pre-approved by Aspire North America

in writing and supported by documentary evidence.

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 9A. Controls and Procedures