SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wang Michael Xue

(Last)

(First)

(Middle)

C/O ISPIRE TECHNOLOGY INC.

19700 MAGELLAN DRIVE

(Street)

LOS ANGELES

90502

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ispire Technology Inc. [ ISPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2024		A		433,526⁽¹⁾⁽²⁾	A	$0	1,859,170⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Comprised of restricted stock units ("RSUs"), each of which represents the right to receive one share of Ispire Technology Inc.'s (the "Company") common stock, par value $0.0001 per share (the "Common Stock") upon vesting.

2. The 433,526 RSUs acquired by the Reporting Person vest, subject to the Reporting Person's continued service with the Company, as follows: 216,763 RSUs vest on November 18, 2024, and 216,763 RSUs will vest annually in three equal tranches beginning on November 18, 2025.

3. The amount reported includes (i) 1,000,000 shares of the Company's Common Stock owned by the Reporting Person and held by Peak Group LLC where the Reporting Person has sole voting and dispositive power over the shares of Common Stock owned by Peak Group LLC, (ii) 142,857 shares of Common Stock purchased by the Reporting Person in connection with the Company's initial public offering, and (iii) 716,313 RSUs, each of which represents the right to receive one share of Common Stock upon vesting, 94,262 of which are vested, with the remaining unvested RSUs vesting, subject to the Reporting Persons continued service to the Company, as follows: 216,763 RSUs vesting on November 18, 2024, 94,262 RSUs vesting on September 4, 2025, 72,254 RSUs vesting on November 18, 2025, 94,263 RSUs vesting on September 4, 2026, 72,254 RSUs vesting on November 18, 2026, and 72,255 RSUs vesting on November 18, 2027.

Remarks:

Exhibit 24.1, Power of Attorney

	/s/ Michael Wang	10/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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