What changed in this filing

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Item 9A. Controls and Procedures

2025-09-15 compared with 2024-09-27 · 1649 added, 2166 removed, 629 unchanged (86% of the section changed)

Controls and Procedures

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:

of Disclosure Controls and Procedures

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.

Responsibility for Internal Controls over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules

13a -15(f) under the Exchange Act.

Our 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 with GAAP.

Our internal control over financial reporting includes those policies and procedures

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

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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

Limitations of Internal Control over Financial Reporting

of its inherent limitations, internal control over financial reporting may not prevent or detect all errors or misstatements in our financial

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

the objectives of the control system are met.

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.

Because 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.

Report of Internal Control over Financial Reporting

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 Act.

Management assessed the effectiveness of our internal control over financial reporting

as of June 30, 2025 under the supervision and participation of our management, including our Chief Executive Officer and Chief Financial

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, 2025, due to the material weaknesses described below.

identified the following material weaknesses in our internal control over financial reporting as of June 30, 2025.

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 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 of it to evaluate the sufficiency of credit loss reserve for accounts receivable under the Topic 326;

The lack of sufficient personnel with appropriate levels of accounting

knowledge and experience to address complex U.S.

GAAP accounting issues and to prepare and review financial statements and related disclosures

GAAP, which resulted in restatements of certain unaudited/audited financial statements prior to the fiscal year ended June

The lack of IT general controls regarding cyber security governance,

logical access security and service organization management.

management determined that we did not maintain effective internal control over financial reporting as of June 30, 2025.

Plan for the Material Weaknesses :

are committed to continually improving our internal controls over financial reporting.

Subsequent to June 30, 2024, 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.

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.

Additionally, management is currently working on the plan to address the material weaknesses noted above including,

but not limited to the following:

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.

Recruit additional full-time employees and external consultants with extensive knowledge of U.S.

GAAP within our finance and accounting department, and assess the design and operational effectiveness of the internal controls over financial reporting, including the remedial actions implemented.

Strengthen our IT control environment and procedures by engaging third party expertise in introducing and implementing the required changes to the overall IT environment and required upgrades to our systems.

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.

in Internal Control over Financial Reporting

the year ended June 30, 2025, 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

Not Applicable.

director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of

Rule 10b5-1(c) or a “non-Rule 10b5-1” trading arrangement during the three months ended June 30, 2025.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Directors, Executive Officers and Corporate Governance

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.

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

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Co-Chief Executive Officer and Chairman

Co-Chief Executive Officer and President of Aspire North America

James Patrick McCormick

Co-Chief Executive Officer

and President of Aspire North America

Chief Financial Officer

Tirdad Rouhani

Steven Przybyla

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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 been serving as our chairman of the board of directors and chief executive officer since our organization and co-chief

executive officer since August 7, 2023.

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

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

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.

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 2019.

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.

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 service.

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

and Vitec Group.

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 of 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

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

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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) 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.

(Jay) Yu was appointed our Chief Financial Officer on May 13, 2025.

Prior to his appointment, Mr.

Yu served as the Company’s

Vice President of Finance since June 2023 and is a seasoned accounting professional with extensive experience in public accounting and

Yu began his career at KPMG in 2008 as an auditor, before holding public accounting roles at Crowe Horwath from 2009

to 2012 and Dahua Moore Certified Public Accountants from 2012 to 2015.

Yu also served as Chief Financial Officer of MTI Environmental

Group from 2016 to 2018 and Luokung Technology Corp.

LKCOF) from 2018 to 2023.

He holds a Bachelor of Commerce in finance and

accounting, as well as a postgraduate degree, from the University of Auckland.

Przybyla has served as our chief legal officer and secretary since September 1, 2023.

Przybyla has over 10 years of regulated

cannabis industry experience and a nearly a decade of experience in nicotine/tobacco product regulation.

Przybyla currently serves

as the Company’s appointed board member for its IKE Joint Venture and has served in this capacity since April 2024.

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

our director since inception.

Zhu is one of the founders of Aspire Global and is a director of Aspire Global, and, since 2013, she

has served as vice president of finance of Shenzhen Yi Jia, where she is responsible for financial management, assisting in human resources

management and establishing and improving the automated office system.

Zhu holds a bachelor’s degree in business management

from Jiangxi University of Technology.

She also holds a Business Management certificate from the College of Continuing Education Graduate

School of Shenzhen Tsinghua University.

While at 22nd Century, Mr.

Przybyla helped to secure the only Modified Risk Tobacco Product approval

for a combustible cigarette authorized by the U.S.

Food 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

Przybyla received his undergraduate degree in Economics from Washington & Lee University and his Juris Doctor from

Columbia Law School.

Zhu has been serving as our director since inception.

Zhu is one of the founders of Aspire Global and is a director of Aspire

Global, and, since 2013, she has served as vice president of finance of Shenzhen Yi Jia, where she is responsible for financial management,

assisting in human resources management and establishing and improving the automated office system.

Zhu holds a bachelor’s

degree in business management from Jiangxi University of Technology.

She also holds a Business Management certificate from the College

of Continuing Education Graduate School of Shenzhen Tsinghua University.

Zhu is the spouse of Mr.

Tuanfang Liu.

Christopher Robert Burch has been

serving as a director since July 2023.

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.

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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 Waton Corporation Limited (NASDAQ:

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.

President responsible for corporate strategic investment.

From March 2017 to July 2019, Mr.

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.

Burch served as a Managing Director at Feiyang

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

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 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.

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.

Brent Cox has been serving as a

director since April 2023.

He also serves as the co-founder and managing partner of The Inception Companies, a private investment firm,

a position he has held since 2016.

From September 2008 to April 2016, he served as a principal investor of the Yucaipa Companies, a Los

Angeles, California based private equity firm where he was responsible for sourcing, analyzing and executing investment opportunities,

structuring financing for investments and monitoring the performance and strategic initiatives of its portfolio companies.

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.

Cox has been serving as a director since April 2023.

He also serves as the co-founder and managing partner of The Inception Companies,

a private investment firm, a position he has held since 2016.

From September 2008 to April 2016, he served as a principal investor of

the Yucaipa Companies, a Los Angeles, California based private equity firm where he was responsible for sourcing, analyzing and executing

investment opportunities, structuring financing for investments and monitoring the performance and strategic initiatives of its portfolio

From 2006 to 2008, Mr.

Cox served as an investment banking analyst in the Leveraged Finance Group of Jefferies & Co.

a multinational independent

investment bank and financial services company.

Cox received a bachelor of science degree from the University of Southern California.

multinational independent investment bank and financial services company.

Cox received a bachelor of science degree from the University

of Southern California.

Cox previously served on the boards of Medmen Enterprises Inc.

MMNFF), The Pharm, LLC, Pacific Dutch Group, LLC, and has also

served as a board observer for Soho House & Co Inc.

MMNFF), The Pharm, LLC, Pacific Dutch

Group, LLC, and has also served as a board observer for Soho House & Co Inc.

SHCO), Americold Realty Trust (NYSE:

COLD), Versacold International Corp,

Stephen Webster Limited, Garrard & Co.

COLD), Versacold

International Corp, Stephen Webster Limited, Garrard & Co.

Limited, and Eimskipafélag Íslands hf.

We believe Mr.

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.

has been serving as a director since April 2023.

He is the co-founder and principal of BYG Advantage since June 2014, a Beijing-based

platform that outsources business development, sales acceleration bridging best in class technology into the Asia Pacific region.

include Hashicorp, Trustonic, Tomorrow.io, and EF.

Its services include market analysis, market entry, market acceleration, government

relations and special vehicle creation across the region.

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

School since February 2014, where he teaches courses including strategy, management, emerging markets, leadership, operations and big

Fargis has been also serving as the Adjunct Professor of Strategy and China History since January 2014 in Shanghai, China.

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.

Fargis has been serving as a director since April 2023.

He is the co-founder and principal of BYG Advantage since June 2014,

a Beijing-based platform that outsources business development, sales acceleration bridging best in class technology into the Asia Pacific

Clients include Hashicorp, Trustonic, Tomorrow.io, and EF.

Its services include market analysis, market entry, market acceleration,

government relations and special vehicle creation across the region.

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 School since February 2014, where he teaches courses including strategy, management, emerging markets, leadership, operations

and big data.

Fargis has been also serving as the Adjunct Professor of Strategy and China History since January 2014 in Shanghai,

Fargis has been serving as the principal Asia-Pacific of Hortonworks since 2014.

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,

Tokyo and Hong Kong.

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.

The company was purchased by Insight Venture Partners in June 2013.

From 2007 to April 2010, Mr.

Fargis served as

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

Fargis served

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

2005 to October 2007, Mr.

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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.

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.

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.

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

Information contained on our website is not part of

this Annual Report.

Relationships

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.

16(a) Beneficial Ownership Reporting Compliance

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.

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.

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.

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

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 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.

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

Each committee has the composition and responsibilities described below.

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 board of directors may from time to time establish other committees.

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.

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 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;

with the independent registered public accounting firm any audit problems or difficulties

and management’s response;

and approving all proposed related party transactions, as defined in Item 404 of Regulation

S-K under the Securities Act;

the annual audited financial statements with management and the independent registered public

accounting firm;

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;

reviewing and reassessing the adequacy of our Audit Committee charter;

separately and periodically with management and the independent registered public accounting

compliance with our code of business conduct and ethics, including reviewing the adequacy

and effectiveness of our procedures to ensure proper compliance;

regularly to the board.

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.

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.

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

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:

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:

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;

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

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

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;

pre-existing contractual obligations.

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:

and approving, or recommending to the board for its approval, the compensation for our co-chief

executive officers and other executive officers;

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

periodically and approving any incentive compensation or equity plans, programs or other

similar arrangements;

compensation consultant, legal counsel or other adviser only after taking into consideration

all factors relevant to that person’s independence from management.

and Corporate Governance Committee

Nominating and Corporate Governance Committee consists of Tuanfang Liu, Brent Cox and John Fargis, with Tuanfang Liu as chair.

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;

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;

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

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 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.

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 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.

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 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.

of the Board and Committees

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

the period from June 30, 2024 until June 30, 2025, our board of directors met telephonically ten times and also acted by unanimous written

During this period, the Audit Committee met five times, the nominating and corporate governance committee did not meet,

and the compensation committee met three times.

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.

Trading Policy

board of directors adopted our 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.

Leadership Structure

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.

Liu serves 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.

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.

of Board in Risk Oversight Process

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.

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.

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.

Section 16(a) Reports

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, 2025, 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 forth below:

Yu, our Chief Financial Officer, filed a late Form 3.

and Restated Bylaws

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

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

following table shows information regarding the compensation of the named executive officers during the fiscal years ended June 30, 2025

Name and Principal

Fiscal Year Ending,

3 unchanged sentences

All Other Compensation

Liu, Co-CEO (1)(2)

Wang, co-CEO (2)

Rouhani, President (3)

Tuanfang Liu, Co-CEO (1)(2)

Michael Wang, co-CEO (2)

Tirdad Rouhani, President (3)

Steven Przybyla, Chief Legal Officer and Secretary

1 unchanged sentence

James McCormick (CFO) (7)

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.

Jie Yu (CFO) (8)

Yu’s compensation are paid in Hong Kong dollars,

which are converted into U.S.

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 and 7.7898 Hong Kong dollars to $1.00 for the year ended June 30, 2025.

Wang are currently co-chief executive

Rouhani was appointed as President on May 20, 2024.

Rouhani’s employment with the Company ended

on February 27, 2025.

Amounts reflect the full

1 unchanged sentence

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

Amounts refer to severance payments.

Machock employment

with the Company ended on May 15, 2024.

McCormick was appointed our Chief Financial Officer on May 17,

2024, and subsequently separated from the Company on May 13, 2025.

Yu was appointed our

Chief Financial Officer on May 13, 2025.

From June 2023 to May 13, 2025, Mr.

Yu served as our Vice President of Finance.

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

32 unchanged sentences

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

Wang, our co-chief executive

officer who formerly was our chief financial officer.

Wang, our co-chief executive officer who formerly was our chief financial

The employment agreement with Mr.

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.

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

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.

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.

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

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

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

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

In connection with his appointment

as Chief Financial Officer on May 13, 2025, we agreed to compensate Mr.

Yu with an annual base salary of $200,000 and an annual performance

bonus to be awarded at the sole discretion of our Compensation Committee.

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

7 unchanged sentences

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

Przybyla 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.

6 unchanged sentences

The Przybyla Agreement contains

customary assignment of invention and confidentiality provisions.

Employee Benefit Plans

2022 Equity Incentive Plan

In October 2022, our directors and stockholders

approved the 2022 Equity Incentive Plan.

customary assignment of invention, indemnification and confidentiality provisions.

Benefit Plans

Incentive Plan

October 2022, our directors and stockholders 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

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 S-8.

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

On June 30, 2023, there were no outstanding equity

awards under the Plan.

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

provided that any options

shall be exercisable at the fair market value on the date of grant.

Equity Awards

The following table summarizes

information about all outstanding unvested equity awards held by our named executives as of June 30, 2025

Awards at June 30, 2025

Non-qualified stock options

Unvested Shares or

Tirdad Rouhani

Steven Pryzbyla

James McCormick

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

of Securities Underlying Unexercised Options (#) Unexercsiable

Incentive Plan Awards:

Option Awards

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

Number of Securities Underlying Unexercised Options (#) Unexercsiable

Equity 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:

Option Exercise Price ($)

Option Expiration Date

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

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

Equity Incentive Plan Awards:

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

1 unchanged sentence

Vested ($)(1)

Tirdad Rouhani

Steven Pryzbyla (3)

Steven Pryzbyla (4)

James McCormick

Amounts are calculated

3 unchanged sentences

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

The stock options vest over a four-year period with twenty-five percent

(25%) vesting on September 4, 2024, and the remainder vesting in 36 equal installments on the first day of each calendar month, subject

to the executive’s continued service.

Grants represent a one-time grant in 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 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

provide that we will indemnify our directors and executive officers and may indemnify our other officers and employees and other agents

to the fullest extent permitted by law.

Our bylaws also permit us to secure insurance on behalf of any officer, director, employee or

other agent for any liability arising out of his or her actions in this capacity, regardless of whether our bylaws would permit indemnification.

The options granted are exercisable for up to

four years from the date of grant, subject to standard termination provisions should Mr.

Yu cease to be employed by the Company or its

subsidiaries.

The options have an exercise price equal to the closing price per share of the Company’s common stock on the date

Recovery Policy

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.

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.

of Liability and Indemnification Matters

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:

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

or omissions not in good faith or that involve intentional misconduct or a knowing violation

payments of dividends or unlawful stock repurchases or redemptions as provided in Section

174 of the DGCL;

transaction from which the director derived an improper personal benefit.

certificate of incorporation and bylaws also provide that we will indemnify our directors and executive officers and may indemnify our

other officers and employees and other agents to the fullest extent permitted by law.

Our bylaws also permit us to secure insurance on

behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless

of whether our bylaws would permit indemnification.

We have obtained directors’ and officers’ liability insurance.

The above description of the Indemnification provisions

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 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, 2024.

above description of the Indemnification provisions 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.

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

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.

following table shows the compensation paid to our directors who are not Named Executive Officers during the year ended June 30, 2025.

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

Paritz resigned as a director on July 1, 2023.

(3) As of June 30, 2024:

received 3,631 shares of stock awards

dollars at the average exchange rates during the period, which was 7.7898 Hong Kong dollars to $1.00 for the year ended June 30, 2025.

of June 30, 2025:

Burch has received 14,480 shares of stock awards

Cox has received 20,998 shares of stock awards

Fargis has received 19,421 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.

Pursuant to the non-employee director compensation policy:

We have an agreement with Ms.

Zhu pursuant to which we increased her

annual compensation to 1,440,000 Hong Kong dollars starting from October 2024.

Before October 2024, her annual compensation was 720,000

Hong Kong dollars.

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

August 3, 2023, our board of directors adopted the non-employee director compensation policy.

Pursuant to the non-employee director compensation

Each outside director (a

5 unchanged sentences

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.

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

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

(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.

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.

On December 2, 2024,

our board of directors adopted an updated non-employee director compensation policy.

Pursuant to the non-employee director compensation

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 $50,000 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 prorated 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 to $165,000 per year for their board service, plus an additional committee retainer fee of $10,000 for service

on the Audit Committee, $7,500 for service on the Compensation Committee and $5,000 for service on the Nominating and Governance Committee.

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 Amended and Restated 2022 Equity Incentive Plan or any successor plan.

The compensation policy became effective

commencing with the quarter beginning October 1, 2024.

For the fiscal years ended June 30, 2025 and 2024, we issued, pursuant to the Plan,

40,215 and 16,285 shares of common stock, respectively.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Company generally grants equity awards to our employees in the first fiscal quarter each year, except in the case of equity awards for

(i) new hires which are granted within 30 days of an employee’s start date with the Company, and (ii) directors, which receive

quarterly equity grants for their service on the Board.

We do not have a written policy regarding the timing of equity awards, but we

do not grant equity awards in anticipation of the release of material nonpublic information, nor do we time the release of material nonpublic

information based on equity award grant dates.

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

As of September 15, 2025, we had 57,277,874 shares of Common Stock

3 unchanged sentences

to the beneficial ownership of our Common Stock as of September 15, 2025:

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 (*).

person, or group of affiliated persons, who is the beneficial owner of more than 5% of the

outstanding Common Stock of the Company;

executive officer and director of the Company;

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 15, 2025.

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

Beneficial Ownership 63

4 unchanged sentences

Current Executive Officers and Directors:

Tirdad Rouhani

Steven Przybyla

James Patrick McCormick

Christopher Robert Burch

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 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, 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.

beneficial ownership of less than 1%.

(1) The percentage of ownership is based on 57,277,874 shares of Common

Stock outstanding on September 15, 2025.

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.

business address of Pride Worldwide Investment Limited is 14 Jian’an Road, Tangwei

Fuyong Town, Bao’an District, Shenzhen, Guangdong Province, China.

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.

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.

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

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

Certain Relationships and Related Transactions, and Director Independence

following are transactions from July 1, 2023 through June 30, 2025 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;

directly or indirectly, an interest in the voting 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

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 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 wholly-owned and

controlled by the Company’s Chairman.

- Aspire Global Inc.

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

- 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.

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.

- Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company’s Chairman and 5% by the Chairman’s cousin.

- IKE Tech LLC, a joint venture that the Company has 40% membership interests.

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, 2025, Mr.

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

Common Stock.

Zhu beneficially own 66.5% and 5.0%, respectively, of

the outstanding shares of Aspire Global.

As of June 30, 2025, 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

Wang and the consultant of 1,000,000 shares and 537,500 shares, respectively.

Because the transfer of the equity interest

in Aspire North America and Aspire Science from Aspire Global and its wholly-owned subsidiary was made for no consideration to a corporation

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

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.

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,

respectively.

As of June 30, 2022, Aspire Science had a balance

due to Eigate of $40,672,768, and as at June 30, 2023 the amount due to related party represents $710,910 due to Shenzhen Yi Jia.

balance was all non-interest bearing, unsecured, have no due date and are repayable on demand.

Prior to 2020, both Aspire Science and

Eigate were owned by Mr.

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

On February 2, 2023, we made the payments

Liu and Eigate.

Although Aspire Science had the funds to make this payment and the dividend payable to Mr.

Liu, payment was delayed

because, as a result of the size of the transfer, in order to for Aspire Science to wire the money it was necessary for an authorized

person to personally go to the bank to wire the funds.

This was not possible because of COVID-19 restrictions which required Mr.

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.

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 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.

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.

Zhu beneficially own 58.1% and 4.4%, respectively, of the

outstanding shares of the Company.

For both years ended June 30, 2025 and 2024, the majority of the Company’s tobacco and cannabis vaping products were purchased from Shenzhen Yi Jia.

As of June 30, 2025 and 2024, the accounts payable – related party was $52,420,256 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 years ended June 30, 2025 and 2024, the purchases from Shenzhen Yi Jia were $94,657,848 and $91,324,614, respectively.

The balances due to a related

party at June 30, 2025 and 2024 represent amounts due to Shenzhen Yi Jia of $25,000,000 and $0, respectively.

The balance of $25,000,000

as of June 30, 2025 was reclassified from accounts payable – related party as Shenzhen Yijia agreed not to seek repayment of this

balance for twelve months starting from September 30, 2025.

The balances are non-interest bearing and unsecured.

of June 30, 2025 and 2024, the Company had total accounts receivable of $75,147 and $17,280 due from IKE.

For the years

ended June 30, 2025 and 2024, the Company recorded $109,349 and $0 in other income from IKE from charging administrative

Principal Accounting Fees and Services

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.

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, 2024, (ii) the fees billed by our previous independent accountants, Marcum LLP

(“Marcum”) for the fiscal years ended June 30, 2024 and 2025, (iii) the fees billed by our previous independent accountants,

CBIZ CPAs P.C.

(“CBIZ”) for the fiscal year ended June 30, 2025, and (iv) the fees billed by our current independent registered

public accounting firm Marcum Asia CPAs LLP (“Marcum Asia”), for the fiscal year ended June 30, 2025.

MSPC resigned as our

independent registered public accounting firm, effective December 11, 2023.

On January 25, 2024, the Audit Committee engaged Marcum as

our independent registered public accounting firm for the fiscal year ended June 30, 2024.

On November 1, 2024, CBIZ purchased substantially

all of the attest business assets of Marcum, the Company’s then independent registered public accounting firm.

Substantially all

of the partners and staff that provided attestation services with Marcum joined CBIZ.

Marcum resigned as auditors of the Company effective

December 16, 2024, and with the approval of the Audit Committee, on December 17, 2024, CBIZ CPAs P.C.

was engaged as the Company’s

independent registered public accounting firm for the fiscal year ended June 30, 2025, with immediate effect.

On February 18, 2025, the

Audit Committee approved the dismissal of CBIZ, the Company’s then independent registered public accounting firm, effective immediately,

and approved the appointment of Marcum Asia as the Company’s independent registered public account firm for the fiscal year ended

June 30, 2025, with immediate effect.

Year Ended June 30,

Audit fees for MSPC

Audit fees for Marcum

Audit fees for CBIZ

Audit fees for Marcum Asia

Audit-related fees for MSPC

Audit-related fees for Marcum

Audit-related fees for CBIZ

Audit-related fees for Marcum Asia

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 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.

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 our independent accountants in connection with regulatory

The aggregate fees of Marcum Asia 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 years ended June 30, 2025 and 2024 totaled approximately

$504,238 and $0, respectively.

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 years ended June 30 2025 and 2024 totaled approximately

$170,465 and $851,600, respectively.

The aggregate fees of CBIZ 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 years ended June 30, 2025 and 2024

totaled approximately $87,550 and $0, respectively.

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.

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, 2023.

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

We did not pay any audit fees to MSPC for the fiscal years ended June 30, 2025 and 2024.

Audit-Related

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 $37,250 and

$60,010 for the year ended June 30, 2025 and 2024.

We did not pay any audit-related fees to Marcum Asia, Marcum, or CBIZ for the fiscal

year ended June 30, 2025 or 2024.

We did not pay MSPC, Marcum,

CBIZ, or Marcum Asia for tax services, planning or advice for the years ended June 30, 2025 or 2024.

All Other Fees

Procedures For Board

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

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

did not pay MSPC, Marcum, CBIZ, or Marcum Asia for any other services for the years ended June 30, 2025 or 2024.

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

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, Marcum, CBIZ, and Marcum Asia to conduct all audit and permissible

non-audit related activities incurred during fiscal years 2025 and 2024, respectively were approved by our Audit Committee in accordance

with these procedures.

Exhibits and Financial Statements Schedules

Consolidated Financial Statements

Our financial statements and the notes thereto,

together with the report of our independent registered public accounting firm on those financial statements, are hereby filed as part

of this Annual Report beginning on page F-1.

financial statements and the notes thereto, together with the report of our independent registered public accounting firm on those financial

statements, are hereby filed as part of this Annual Report beginning on page F-1.

Financial Statement Schedules

All financial statement schedules have been omitted

since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because

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 S-K.

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (File No.

financial statement schedules have been omitted since the required information is not applicable or is not present in amounts sufficient

to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes

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.

of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (File No.

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.

and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K, filed with the SEC

on September 27, 2024).

of Capital Stock (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K, filed with the SEC

on September 27, 2024).

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,

of Warrant (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024).

of Indenture (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-3 (File No.

filed with the SEC on July 17, 2024).

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.

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.

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.

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.

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).

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).

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).

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.

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.

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).

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.

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.

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.

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).

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.

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).

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

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).

Loan and Security Agreement dated February 10, 2025, by and between Ispire Technology Inc.

and Avon River Ventures LLC (incorporated

by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2025).

Note dated February 10, 2025, by and among Ispire Technology Inc.

and Avon River Ventures LLC (incorporated by reference to Exhibit

10.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2025).

Consulting Agreement dated February 10, 2025, by and among Ispire Technology Inc.

and Avon River Ventures LLC (incorporated by reference

to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2025).

from MSPC Certified Public Accountants and Advisors, P.C., dated December 13, 2023 (incorporated by reference to Exhibit 16.1 of

the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2023).

from Marcum LLP, dated December 19, 2024 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form

8-K filed on December 20, 2024)

from CBIZ CPAs P.C.

dated February 21, 2025 (incorporated by reference to Exhibit 16.1 of the Company’s Current

Report Form 8-K filed on February 18, 2025)

Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on

September 27, 2024).

Subsidiaries of the Company.

Consent of Marcum Asia CPAs LLP.

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

Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of the Company’s Annual

Report on Form 10-K, filed with the SEC on September 27, 2024).

Inline XBRL Instance Document

9 unchanged sentences

Presentation Linkbase Document

Cover Page Interactive

Filed herewith.

Furnished and not filed

a management contract or compensatory plan, contract or arrangement.

Indicates a management

contract or compensatory plan, contract or arrangement.

Certain annexes, schedules

and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy

of any omitted attachment to the SEC on a confidential basis upon request.

Certain portions of this

exhibit (indicated by “[*]”) have been omitted pursuant to Item 601(a)(6) of Regulation S-K.

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 26 th

day of September, 2024.

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 15 th day of September, 2025.

ISPIRE TECHNOLOGY

1 unchanged sentence

(Principal Executive Officer)

James Patrick McCormick

Chief Financial Officer

2 unchanged sentences

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 Chairman

September 26, 2024

Exchange Act of 1934, this Annual Report has been signed by the following persons in the capacities and on the date indicated:

Co-Chief Executive Officer

(principal executive officer)

/s/ Michael Wang

Co-Chief Executive Officer

September 26, 2024

(principal executive officer)

/s/ James Patrick McCormick

Chief Financial Officer

September 26, 2024

James Patrick McCormick

(principal financial and accounting officer)

/s/ Jiangyan Zhu

September 15, 2025

/s/ Christopher Robert Burch

/s/ Christopher

September 15, 2025

Christopher Robert Burch

/s/ Brent Cox

September 15, 2025

1 unchanged sentence

September 15, 2025

ISPIRE TECHNOLOGY INC.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm PCAOB ID#688 F-2

Report of Independent Registered Public Accounting Firm PCAOB ID# 717 F-3

TECHNOLOGY INC.

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm Marcum Asia CPAs LLP (PCAOB ID:

Report of Independent Registered Public Accounting Firm Marcum LLP (PCAOB ID:688) F-3

Consolidated Balance Sheets as of June 30, 2025 and 2024 F-4

3 unchanged sentences

Notes to Consolidated Financial Statements F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

of Independent Registered Public Accounting Firm

the Shareholders and Board of Directors of

Technology Inc.

on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Ispire Technology Inc.

(the “Company”) as of June 30, 2025, the related consolidated statements of operations

and comprehensive loss, changes in stockholders’ equity and cash flows for the year ended June 30, 2025, 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, 2025, and the results of its operations

and its cash flows for the year ended June 30, 2025, in conformity with accounting principles generally accepted in the United States

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 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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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.

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.

Asia CPAs LLP

We have served

as the Company’s auditor since 2025.

September 15, 2025

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

9 unchanged sentences

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

24 unchanged sentences

/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 2024 to 2025.

New York, New York ,

September 26, 2024

An independent firm associated with

340 North Avenue, Cranford, NJ 07016-2496

Moore Global Network Limited

546 5 th Avenue, 6 th Floor, New York, NY 10036-5000

ISPIRE TECHNOLOGY INC.

CONSOLIDATED BALANCE SHEETS

(In $USD, except share and per share data)

TECHNOLOGY INC.

BALANCE SHEETS

$USD, except share and per share data)

Current assets:

2 unchanged sentences

Prepaid expenses and other current assets

Investment – other

Total current assets

Other assets:

Accounts receivable – non current

Property, plant and equipment, net

6 unchanged sentences

$ 102,217,131

$ 122,640,966

Liabilities and stockholders’ equity

4 unchanged sentences

Accrued liabilities and other payables

Due to a related party

Income tax payable

Borrowing – current portion

Operating lease liabilities – current portion

1 unchanged sentence

Other liabilities:

Amount due to a related party

Borrowing – net of current portion

Operating lease liabilities – net of current portion

5 unchanged sentences

57,193,734 and 56,470,636 shares issued and outstanding as of June 30, 2025 and June 30, 2024

Preferred stock, par value $ 0.0001 per share, 10,000,000 shares authorized, no shares issued at June 30, 2023 and June 30, 2024

Treasury stock, at cost

Additional paid-in capital

Retained earnings (accumulated deficit)

Accumulated deficit

( 48,065,267 )

( 8,825,041 )

Accumulated other comprehensive (loss)/income

2 unchanged sentences

$ 102,217,131

See notes to consolidated financial statements.

ISPIRE TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

$ 122,640,966

notes to consolidated financial statements.

TECHNOLOGY INC.

STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(In $USD, except share and per share data)

$USD, except share and per share data)

Years ended June 30,

4 unchanged sentences

Sales and marketing expenses

Credit loss expenses

General and administrative expenses

16 unchanged sentences

$ ( 14,767,822 )

Other comprehensive loss

Other comprehensive (loss) income

Foreign currency translation adjustments

6 unchanged sentences

Basic and diluted

See notes to consolidated financial statements.

ISPIRE TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

(In $USD, except share and per share data)

notes to consolidated financial statements.

TECHNOLOGY INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

$USD, except share and per share data)

Comprehensive

Shareholders’

Stockholders’

(Loss)/Income

1 unchanged sentence

$ ( 163,768 )

Net loss (restated)

( 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

Stock based compensation expenses

Issuance of warrants

Foreign currency translation adjustment

Balance, June 30, 2023 (restated)

Balance, June 30, 2024

$ ( 8,825,041 )

1 unchanged sentence

( 39,240,226 )

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

Stock based compensation expenses

Common stock repurchase

Foreign currency translation adjustment

1 unchanged sentence

$ ( 48,065,267 )

See notes to consolidated

financial statements.

ISPIRE TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In $USD, except share and per share data)

$ ( 108,871 )

notes to consolidated financial statements.

TECHNOLOGY INC.

STATEMENTS OF CASH FLOWS

$USD, except share and per share data)

Years ended June 30,

1 unchanged sentence

$ ( 14,767,822 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

4 unchanged sentences

Loss from equity method investment

Right-of-use assets impairment

Debt issuance cost amortization

Changes in operating assets and liabilities:

2 unchanged sentences

( 41,299,642 )

Prepaid expenses and other current assets

( 1,037,552 )

Prepaid expenses and other current assets

Accounts payable and accounts payable – related party

4 unchanged sentences

( 1,043,556 )

Income tax payable

Prepaid income tax/income tax payable

Net cash used in operating activities

7 unchanged sentences

( 1,173,302 )

Purchase of short term investment

( 9,133,707 )

Maturity of short term investment

3 unchanged sentences

( 1,000,000 )

Repayment of acquisition payable

( 3,158,826 )

Net cash (used in) provided by investing activities

1 unchanged sentence

Cash flows from financing activities:

Net proceeds from initial public offering

Payment of initial public offering costs

( 3,475,172 )

Common stock repurchased

Proceeds from equity offerings

1 unchanged sentence

( 1,514,094 )

Payment made for dividends

( 3,362,639 )

Proceeds from borrowing

Repayment of borrowing

Repayments of advances from a related party

( 37,893,062 )

Net cash (used in) provided by financing activities

( 15,569,805 )

Net cash provided by financing activities

Net decrease in cash

1 unchanged sentence

( 5,229,279 )

Cash – beginning of period

Cash – end of period

Cash – beginning of year

Cash – end of year

Supplemental non-cash investing and financing activities

Leased assets obtained in exchange for operating lease liabilities

Reclassification of accounts receivable to accounts receivable – non current

Reclassification of accounts payable – related party to amount due to a related party

Unpaid equity method investment in accrued liabilities and other payables

4 unchanged sentences

Cash paid for interest

See notes to consolidated financial statements.

ISPIRE TECHNOLOGY INC.

notes to consolidated financial statements.

TECHNOLOGY INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND PRINCIPAL ACTIVITIES

Ispire Technology Inc.

“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:

Technology Inc.

(the “Company” or “Ispire”) was incorporated under the laws of the State of Delaware on June 13,

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.

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.

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.

Global and the Company are related parties since the same individual is the chief executive officer of both companies.

As of June 30,

2025, 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.

As of June 30, 2025, they owned 58.1 % 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.

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 ringgits, equivalent to USD 21 .

July 2024, the Company established a wholly-owned subsidiary, Aspire AME Electronic Cigarettes Trading LLC (“Ispire UAE”)

under the laws of the United Arab Emirates (“UAE”), in order to establish sales and marketing in the UAE.

October 2024, the Company established a wholly-owned subsidiary, Magellan Trading LLC (Magellan Trading) incorporated under the laws

of the State of California to assist in operations and logistics for the Company.

January 2025, the Company established a wholly-owned subsidiary, Ispire Products UK LTD (Ispire UK) incorporated under the laws of England

and Wales to assist in sales and marketing for the Company.

following table sets forth information concerning the Company and its subsidiaries as of June 30, 2025:

Name of Entity Date of

9 unchanged sentences

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.

Aspire AME Electronic

Cigarettes Trading LLC July 19, 2024 UAE 100 % Sales and Marketing

Magellan Trading LLC October 1, 2024 California 100 % Operations and Logistics

Ispire Products UK LTD January 9, 2025 England and Wales 100 % Sales and Marketing

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation

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.

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.

All inter-company transactions and balances have been

eliminated upon consolidation.

Use of estimates

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

those estimates.

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 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.

Credit loss expenses for June 30, 2024 have been

broken out from general and administrative expenses in order to conform to the June 30, 2025 presentation.

growth company

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.

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

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.

of consolidation

consolidated financial statements include the financial statements of the Company and its subsidiaries.

All inter-company transactions

and balances have been eliminated upon consolidation.

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

credit losses and revenue recognition.

Actual results could differ from those estimates.

includes currency on hand, deposits held by banks and other financial institutions that can be added or withdrawn without limitation

and highly liquid investments with maturities of three months or less when purchased.

value measurement

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.

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.

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:

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.

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.

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

1 unchanged sentence

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 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.

receivable, net

receivable are recognized and carried at the historical carrying amount net of allowance for expected credit loss.

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.

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 uses roll rate method or evaluates the aggregation of risk characteristics of a receivable

pool to develop credit losses estimate.

In establishing the

required allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, economic environment,

and the credit history and financial conditions of the customers.

Management reviews its receivables on a regular basis to determine if

the allowance is adequate and adjusts the allowance when necessary.

Delinquent account balances are written off against allowance for

doubtful accounts after management has determined that the likelihood of collection is not probable.

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 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 use.

of an inventory item is determined using the weighted average method.

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 sale.

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.

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, 2025 and 2024, the Company

recorded inventory reserves of $ 960,570 and $ 205,594 , respectively.

plant and equipment, net

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.

major replacements and improvements

are capitalized.

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:

4 unchanged sentences

the estimated useful life of the 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

investments consist of equity investments in a privately held company that the Company does not have control or significant influence

These equity investments do not have readily determinable fair values and are primarily accounted for under the measurement

Under the 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.

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.

method investment

Company applies the equity method to account for equity investment in common stock or in-substance common stock, according to ASC 323,

1 unchanged sentence

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.

further discussed in Note 8, 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

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.

The Company 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

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.

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 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.

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 recoverable.

$ 939,075 and $ 1,405,684 of patent fees were capitalized during the years ended June 30, 2025 and 2024.

The amortization

of the intangible assets was $ 82,121 and $ 30,018 for the years ended June 30, 2025 and 2024 respectively.

The amortization expenses were

included in the general and administrative expenses.

payable represents payables to suppliers and other non-trade vendors.

The Company’s major supplier is a related party to the Company.

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 10 % 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.

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

8 unchanged sentences

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, 2023 and 2024.

Revenue recognition

The Company sells its vaping

products to customers and recognizes revenue in accordance with the guidance of ASC 606, Revenue from Contracts with Customers.

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.

of long-lived assets

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.

Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of

The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

For the years ended June 30, 2025 and 2024, the impairment of long-lived assets were $ 151,516 and $0 , respectively.

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.

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 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.

determining the transaction price, management estimates variable consideration applying the portfolio approach practical expedient under

The main sources of variable consideration for the Company are sales returns.

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.

Company offers different payment terms to different customers.

For nicotine 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.

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

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 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

Company has taken into consideration the nature, amount, timing, and uncertainty of revenue and cash flows, and has determined to disaggregate

its net sales by region.

The net sales disaggregated by region for the years ended June 30, 2025 and 2024, were as follows:

For the year ended

the year ended

North America (the U.S.

Asia Pacific (excluding PRC)

Cost of revenue

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,

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 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:

of revenue for the years ended June 30, 2025 and 2024 consisted primarily of the cost of purchasing vaping products, freight-in cost

and inventory impairment, which were mostly purchased from a related party.

and development expenses

and development expenses represent staff costs for development personnels, and expenses incurred for the testing of new products.

the years ended June 30, 2025 and 2024, the research and development expenses were $ 363,301 and $ 779,174 , respectively.

They are included

in the general and administrative expenses.

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 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 conditions.

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.

Stock-based 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.

compensation expense is recorded in the sales and marketing expense and general and administrative expense in the consolidated statements

of operations.

The Company recognizes forfeitures of stock-based payment awards upon occurrence.

the years ended June 30, 2025 and 2024, interest income related to interest on bank deposits.

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 tax bases.

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.

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.

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, 2025 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, 2025 and 2024.

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.

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.

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 years ended June 30, 2025 and 2024.

Potentially dilutive

shares were as follows:

Dilutive securities:

1 unchanged sentence

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 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

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

probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with

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.

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 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 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.

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.

and contingencies

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.

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.

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 probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the

contingent liability, together with an estimate of the range of possible loss, if determinable and material, is disclosed.

contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee

would be disclosed.

Based on the criteria established

by ASC 280, and ASU 2023-07 that Company adopted during the year ended June 30, 2025, the Company’s chief operating decision maker

(“CODM”) has been identified as its Chief Executive Officer , who reviews the consolidated results when making decisions about

allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment.

The Company does not distinguish between markets or segments for the purpose of internal reporting.

Therefore, no geographical segments

are presented.

For the years ended June 30, 2025 and 2024, the reportable segment revenue, segment profit or loss and significant segment

expenses are the same as consolidated comprehensive loss statement.

segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly

by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company’s CODM is

Tuanfang Liu, the Co-Chief Executive Officer and Chairman, and Mr.

Michael Wang, the Co-Chief Executive Officer.

Company’s organizational structure is based on a number of factors that the CODM uses to evaluate, view and run its business operations

which include, but not limited to, customer base, homogeneity of products and technology.

The Company’s operating segment is based

on such organizational structure and information reviewed by the Company’s CODM to evaluate the operating segment results.

Company has internal reporting of revenue, cost and expenses by nature as a whole.

Hence, the Company has only one operating

accounting policies of the single segment are the same as described in the significant accounting policies.

The CODM assesses performance

for the single segment and decides how to allocate resources based on net loss that also is reported on the consolidated statements of

comprehensive loss as consolidated net loss.

The measure of the single segment assets is reported on the consolidated balance sheets

as total consolidated assets.

CODM reviews revenues and expenses at the consolidated level as disclosed in the Company’s consolidated statements of comprehensive

loss and uses net loss to evaluate return on assets and to monitor budget versus actual results and in competitive analysis by benchmarking

to the Company’s competitors.

The competitive analysis and the monitoring of budgeted versus actual results are used in assessing

the segment’s performance and in establishing management’s compensation.

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

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.

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.

accounting pronouncements

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 for all accounting

standards described below, if applicable.

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 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

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 any entity.

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 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

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”).

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.

November 2024, the FASB issued ASU 2024-03, Income Statement:

Reporting Comprehensive Income-Expense Disaggregation Disclosures

(Subtopic 220-40), to improve the disclosures about an entity’s expenses.

In January 2025, the FASB issued ASU 2025-01 to

clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December

15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

adoption, the Company will be required to disclose in the notes to the financial statements a disaggregation of certain expense

categories included within the expense captions on the face of the income statement.

The standard can be applied either

prospectively or retrospectively.

The Company is currently assessing adoption timing and the effect that the updated standard will

have on our financial statement disclosures.

July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326), to address challenges encountered when

applying the guidance in Topic 326, Financial Instruments—Credit Losses.

The amendment provides (1) all entities with a practical

expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses

for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The standard is effective

for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods,

with early adoption permitted.

The standard can be applied prospectively.

The Company is currently assessing adoption timing and the

effect that the updated standard will have on our financial statement disclosures.

Concentration

and Uncertainties

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.

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.

But 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.

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

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;

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

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.

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.

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.

The Company 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.

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 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 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

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.

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.

sale of cannabis vaping products is illegal in the European Union and the United Kingdom.

and Supplier Concentration

the years ended June 30, 2025 and 2024, the Company’s major customers, who accounted for more than 10% of the Company’s

consolidated revenue, were as follows:

Major Customers

(b) Suppliers

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 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,

the years ended June 30, 2025 and 2024, the Company’s suppliers, who accounted for more than 10% of the Company’s total purchases,

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.

Major Suppliers

(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.

Financial instruments that

potentially subject the Company to a concentration of credit risk consist of cash and accounts receivable.

The Company maintains its

cash in financial institutions.

Accounts at United States financial institutions are insured by the Federal Deposit Insurance Corporation

(“FDIC”) up to $ 250,000 .

Accounts at Malaysian financial institutions are insured by the Perbadanan Insurans Deposit Malaysia

(“PIDM”) up to RM 250,000 .

The Hong Kong Deposit Protection Board pays compensation up to a limit of Hong Kong Dollar (“HKD”)

The Company may carry cash balances at financial institutions in excess of the insured limits.

The amount in excess of the deposit

insurance as of June 30, 2025 and 2024 was $ 23,939,618 and $ 34,698,647 .

The Company has not experienced losses on these accounts and

management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not

of June 30, 2025 and 2024, the Company’s customers, whose accounts receivable balances accounted for more than 10% of the Company’s

total accounts receivable, net, were as follows:

* Represents the percentage was below 10%.

is a breakdown of the Company’s cash balances in banks as of June 30, 2025 and 2024, both by geography and by currencies (translated

By Geography:

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.

refers 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, 2023

and 2024, accounts receivable consisted of the following:

of June 30, 2025 and 2024, accounts receivable consisted of the following:

Accounts receivable – gross

3 unchanged sentences

Accounts receivable, net

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:

Accounts receivable, net – current portion

Accounts receivable, net – non current portion

Accounts receivable, net

The Company recorded $ 22,034,812 and $ 6,015,752 credit loss expenses

for the years ended June 30, 2025 and 2024, respectively.

The rise in credit loss expenses was due to higher aged receivables and

an increase in estimated lifetime expected losses under the Company’s model, and a higher volume of past-due customer balances.

For the years ended June 30, 2025 and 2024, the Company wrote off accounts receivable against allowance for credit losses of $ 9,948,580

and $ 1,629,320 , respectively.

As of June 30, 2025, there were $ 7,367,158 accounts receivable reclassified to accounts receivable

– non current due to payment term extension arrangements with customers.

in the allowance for credit losses is below:

the year ended

Balance at July 1

Current period provision for expected losses

Write-offs charged against the allowance

Provision for expected losses

Write-offs charged

against the allowance

( 9,948,580 )

( 1,629,320 )

Balance at June 30

PREPAID EXPENSES AND OTHER CURRENT

As of June 30, 2023

and 2024, prepaid expenses and other current assets consisted of the following:

PREPAID EXPENSES AND OTHER CURRENT ASSETS

of June 30, 2025 and 2024, prepaid expenses and other current assets consisted of the following:

Prepayment for inventory purchases

Other receivable

Prepaid provisional tax

Prepaid provisional

PROPERTY, PLANT AND EQUIPMENT, NET

As of June 30, 2023

and 2024, property, plant and equipment consisted of the following:

of June 30, 2025 and 2024, property, plant and equipment consisted of the following:

Leasehold improvements

2 unchanged sentences

Construction-in-progress

accumulated depreciation

For the years ended June 30,

2023 and 2024, depreciation expense amounted to $ 46,629 and $ 479,066 , respectively.

( 1,285,864 )

the years ended June 30, 2025 and 2024, depreciation expense amounted to $ 730,362 and $ 479,066 , respectively.

Construction-in-progress

refers to the office and production plant that are under construction in Malaysia, which are expected to be put into use in year 2026.

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.

February 20, 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,

2025, the investment in Berify amounted to $ 2,000,000 .

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.

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.

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:

April 5, 2024, Aspire North America entered into a capital contribution, subscription, and joint venture agreement with several other

Pursuant to joint venture agreement, the parties created a legal entity, IKE Tech LLC (“IKE”), whose business is

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

e-cigarette market.

Ispire contributed $ 1 million to IKE in cash for funding its operating activities and entered into a binding

commitment to make an additional capital contribution to IKE in the aggregate amount of up to $ 9 million.

In exchange for Ispire’s

total investment of $ 10 million, IKE issued to Ispire membership interests in an aggregate amount initially equal to forty percent ( 40 %)

of the membership interests in IKE.

of June 30, 2025 and 2024, the investment in joint venture accounted for under the equity method amounted to $ 9,515,546 and $ 10,248,048 .

As of June 30, 2025, the Company noticed no indicator of impairment regarding the investment.

the years ended June 30, 2025 and 2024, the Company’s share of the joint venture’s net loss was $ 732,502 and $ 117,905 .

loss was included in “other (expense) income, net” in the consolidated statements of operations and comprehensive loss.

tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company:

Current assets

1 unchanged sentence

Current liabilities

the year ended

Gross profit (loss)

1 unchanged sentence

CONTRACT LIABILITIES

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:

of June 30, 2025 and 2024, the Company had total contract liabilities of $ 4,861,250 and $ 2,218,166 , respectively.

These liabilities are

advance deposits received from customers after an order has been placed.

The increase in the balance at June 30, 2025 was due to more

orders on hand on that date.

The amount of revenue recognized in the year ended June 30, 2025, that was included in the opening contract

liability balance was $ 1,957,808 .

in the contract liabilities is below:

Balance at July 1, 2024

Contract liabilities recognized related to advanced deposits

Revenue recognized in current period

Contract liabilities recognized related to

advanced deposits

Revenue recognized in

current period

( 38,486,508 )

Balance at June 30, 2025

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

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

Company has operating lease arrangements for office premises in Hong Kong, California and Malaysia.

These leases typically have terms

of two to five years .

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.

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

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:

Operating lease liabilities

– non-current

of June 30, 2025, the maturities of our lease liabilities (excluding short-term leases) are as follows:

July 1, 2025 to June 30, 2026

2 unchanged sentences

July 1, 2028 to June 30, 2029

July 1, 2029 to June 30, 2030

Total future lease payments

1 unchanged sentence

Total lease liabilities

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.

Company incurred lease costs, which include the payment of short-term leases, of $ 1,757,022 and $ 1,522,974 on the Company’s consolidated

statements of operations and comprehensive loss for the years ended June 30, 2025 and 2024, respectively.

Company made payments of $ 1,654,992 and $ 1,342,709 under the lease agreements during the years ended June 30, 2025 and 2024, respectively.

weighted-average remaining lease term related to the Company’s lease liabilities as of June 30, 2025 and 2024 was 3.4 years and

2.7 years, respectively.

discount rate related to the Company’s lease liabilities as of June 30, 2025 and 2024 was 6.4 % 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, 2023

and 2024, accrued liabilities and other payables consisted of the following:

of June 30, 2025 and 2024, accrued liabilities and other payables consisted of the following:

Joint venture investment payable

4 unchanged sentences

Other tax payable

venture investment payable refers to payable to IKE, which is a related party, please see Note 8 and Note 12 for details.

RELATED PARTY TRANSACTIONS

7 unchanged sentences

- Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company’s Chairman and 5% by the Chairman’s cousin.

- IKE Tech LLC, a joint venture that the Company has 40% membership interests.

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.

3 unchanged sentences

Zhu beneficially own 58.1 % 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.

c) For both years ended June 30, 2025 and 2024, the majority of the Company’s tobacco and cannabis vaping products were purchased from Shenzhen Yi Jia.

As of June 30, 2025 and 2024, the accounts payable – related party was $ 52,420,256 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.

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

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 )

For the years ended June 30, 2025 and 2024, the purchases from Shenzhen Yi Jia were $ 94,657,848 and $ 91,324,614 , respectively.

The balances due to a related party at June 30, 2025 and 2024 represent amounts due to Shenzhen Yi Jia of $25,000,000 and $0, respectively.

The balance of $25,000,000 as of June 30, 2025 was reclassified from accounts payable – related party as Shenzhen Yijia agreed not to seek repayment of this balance for twelve months starting from September 30, 2025.

The balances are non-interest bearing and unsecured.

e) As of June 30, 2025 and 2024, the Company had total accounts receivable of $ 75,147 and $ 17,280 due from IKE.

For the years ended June 30, 2025 and 2024, the Company recorded $ 109,349 and $ 0 in other income from IKE from charging administrative fees.

Virgin Islands (“BVI”)

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 %.

Company and Aspire North America LLC are each subject to the federal income tax rate of 21 % if in a taxable position.

Ispire Malaysia Sdn Bhd are

subject to the standard corporate tax rate of 24 % if in a taxable position.

However, resident companies that qualify as small and medium-sized

enterprises may benefit from a reduced tax rate of 15 % on the first RM 150,000 of chargeable income and 17 % on the next RM 450,000 .

the years ended June 30, 2025 and 2024 income (loss) before income taxes by major taxing jurisdiction consists of:

( 44,039,142 )

2 unchanged sentences

( 1,013,284 )

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

$ ( 38,036,522 )

$ ( 13,485,776 )

State income taxes, net of federal benefit and valuation allowance

The provision for income taxes consisted of the following:

Current provision:

United States – Federal

United States - State

Total current provision

Deferred provision:

United States – Federal

United States - State

Total deferred provision:

Total provision for income tax

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

State income taxes, net of federal benefit

Global Intangible Low-Taxes Income

Permanent Differences

Foreign Rate Differential

Effect of entity tax reclassification

Hong Kong Preferential Rate

Change in valuation allowance

Income tax expense

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 Company’s effective tax rate for the years ended June 30,

2025 and 2024, was different from the United States statutory income tax rate due primarily to the U.S.

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 these current losses

and the related carryforward losses of these subsidiaries, as a full valuation allowance has been established against the deferred tax

asset arising from these losses.

As of June 30, 2025, the Company had unrecognized deferred tax assets

totaling $ 20,210,191 .

Of this amount, $ 10,839,605 relates to federal, state, and foreign net operating loss carryforwards, which may provide

future income tax benefits.

These deferred tax assets are attributable to gross net operating loss carryforwards of $ 34,335,732 for federal,

$ 45,842,049 for state and $ 1,754,463 for foreign jurisdictions.

In accordance with the Tax Cuts and Jobs Act enacted in December

2017, federal NOL carryforwards arising from tax years beginning after January 1, 2018 can be carried forward indefinitely, subject to

a taxable income limitation.

State net operating loss carryforwards will begin to expire in 2043, and foreign net operating loss carryforwards

will begin to expire in 2034.

The amount of the valuation allowance as of June 30, 2025 was $ 18,617,103 ,

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:

resulting from an addition of $ 6,766,587 to the valuation allowance.

Valuation allowances provided against the deferred tax assets are

related to all 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.

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.

The Company generated Global

Intangible Low-Taxes Income during the year.

However, no corresponding U.S.

federal income tax expense was recognized due to the utilization

of net operating loss carryforwards.

The Company will continue to monitor the impact of Global Intangible Low-Taxes Income on its future

tax positions.

components of the Company’s deferred tax liabilities and assets as of June 30, 2025 and 2024 are as follows:

Deferred tax assets:

6 unchanged sentences

Valuation allowance

( 4,500,444 )

( 11,850,516 )

Net deferred assets

1 unchanged sentence

Property, plant and equipment

Intangible Assets

Right of use assets

Net deferred tax liabilities

( 1,179,354 )

Net deferred tax asset

Movement of valuation allowance:

of valuation allowance:

At the beginning of the year

1 unchanged sentence

At the end of the year

The Company is subject to

income taxes in the U.S.

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

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.

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:

following table summarizes information with respect to outstanding warrants to purchase common stock during the years ended June 30,

2025 and 2024:

Name Warrants

1 unchanged sentence

Granted 111,111 111,111 9.00 119 -

Exercised - - - - -

Expired - - - - -

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:

Name Warrants

Outstanding at June 30, 2024 173,211 173,211 8.91 93 -

Granted - - - - -

Exercised - - - - -

Expired - - - - -

Outstanding at June 30, 2025 173,211 173,211 8.91 81 -

On April 3, 2023, the Company issued the representative of the underwriters

in the Company’s initial public offering 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.

None of the warrants have been

exercised yet.

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.

A third 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

3 unchanged sentences

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).

October 2022, the board of directors and stockholders of the Company approved the 2022 Equity Incentive Plan (as amended, 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.

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) initially filed with U.S.

Securities and Exchange Commission on July 26, 2023, and amended on November 15, 2024.

The Compensation

Committee has broad discretion in making awards, provided that any options shall be exercisable at the fair market value on the date

the years ended June 30, 2025 and 2024, 206,271 and 148,216 shares of common stock were issued to the Company’s board of directors

and service providers in settlement of restricted stock granted under the Plan, respectively.

Restricted stock granted to directors vests

over three months and was fully vested as of June 30, 2025.

The Company recognized stock-based compensation expense totaling $ 1,251,328

and $ 826,996 during the year ended June 30, 2025 and 2024, which were related to the restricted stock issued to the Company’s board

of directors and a service provider, based on the grant date fair value of the awards.

There are $ 15,909 unrecognized compensation expenses

related to the restricted stock awards granted to one service provider as of June 30, 2025.

In June 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).

The Company estimated the grant date fair value of the restricted stock to be $ 7.14 per share.

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 .

July 2024, the Company entered into consulting agreements with two consultants, which provide for the issuance of up to 140,000 shares

of common stock to each consultant (a total of 280,000 shares of common stock).

Under the terms of the consulting agreements, these 140,000

shares of common stock will vest upon the attainment of six separate sales-based targets, in 20,000 share increments, if the consulting

agreements have not been terminated.

July 2024, the Company entered into consulting agreements with two consultants, which provide for the issuance of up to 400,000 shares

of common stock to each consultant (a total of 800,000 shares of common stock).

Under the terms of the consulting agreements, (a) 75,000

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:

shares of common stock vested upon execution of the consulting agreements (a total of 150,000 shares of common stock issued during the

three months ended September 30, 2024), (b) 300,000 shares of common stock will vest upon the attainment of three separate sales-based

targets, in 100,000 share increments (a total of 300,000 shares of common stock), and (c) 25,000 shares of common stock will vest upon

the attainment of one separate sales-based target, if the consulting agreements have not been terminated.

These consultant agreements

were cancelled during the year ended June 30, 2025.

Upon cancellation, 150,000 shares from the consultant agreements had been vested

and issued, and there were 650,000 unissued and unvested shares being cancelled.

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, 2025.

As such, the Company has not recognized any compensation

expense as of June 30, 2025, 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.

For the year ended June 30, 2025,

the stock-based compensation expense related to the restricted common stock with time-based vesting conditions was zero.

following is a summary of stock option activity transactions as of and for the years ended June 30, 2025 and 2024:

Of options Weighted

3 unchanged sentences

Granted 3,750,000 $ 9.19 $ 5.19 9.1

Exercised - $ - $ - -

Expired - $ - $ - -

Forfeiture ( 495,000 ) $ 9.81 $ 5.58 9.2

Outstanding at June 30, 2024 3,255,000 $ 9.10 $ 5.13 9.1

Granted 465,000 $ 6.06 $ 3.69 9.3

Exercised - $ - $ - -

Expired ( 224,376 ) $ 9.76 $ 5.50 8.2

Forfeiture ( 2,057,499 ) $ 9.00 $ 5.12 8.4

Outstanding at June 30, 2025 1,438,125 $ 8.15 $ 4.61 8.0

Exercisable at June 30, 2025 531,771 $ 8.68 $ 4.66 6.8

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:

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, 2025 was $ 0 .

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.

expense of options vested for the years ended June 30, 2025 and 2024, was $ 513,553 and $ 3,607,816 , respectively.

The options granted

during year ended June 30, 2025 were valued using the binomial option pricing model based on the following range of assumptions:

Exercise multiple

2 unchanged sentences

4.062 % - 4.812

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.

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.

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.

Unvested, June 30, 2023

Canceled and forfeited

Unvested, June 30, 2024

Weighted average

2 unchanged sentences

Unvested, June 30, 2025

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:

expense for the RSUs during the years ended June 30, 2025 and 2024 was $ 3,851,401 and $ 1,588,470 , respectively.

During the years ended

June 30, 2025 and 2024, there were 516,827 and 0 shares issued as a result of employees exercising vested RSUs granted to them.

following table summarizes the allocation of stock-based compensation in the accompanying consolidated statements of operations and comprehensive

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.

Sales and marketing

of June 30, 2025, the Company had approximately $ 5,562,026 in unrecognized compensation expenses related to all non-vested options and

RSUs that will be recognized over the weighted-average period of 2.3 years.

STOCKHOLDERS’ EQUITY

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.

Company has authorized the issuance of 140,000,000 shares of common stock, with a par value of $ 0.0001 per share.

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 .

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, 2025 and 2024, there were no shares of preferred stock issued or outstanding.

LOSS PER SHARE

The following table presents a reconciliation

of basic net loss per share:

following table presents a reconciliation of basic net loss per share:

$ ( 39,240,226 )

3 unchanged sentences

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.

time to time, the Company may be subject to legal or regulatory proceedings, investigations and claims incidental to the conduct of its

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.

with the JV Agreement (see Note 8), 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.

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