Ispire Technology Inc. Files 8-K for Material Agreement & Equity Sales

TL;DR

ISPR filed an 8-K: material agreement signed & equity sold. Watch for details.

AI Summary

On April 5, 2024, Ispire Technology Inc. entered into a material definitive agreement and reported unregistered sales of equity securities. The company, incorporated in Delaware with its principal executive offices in Los Angeles, CA, filed this 8-K report on April 11, 2024.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and the sale of equity, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 001-41680 — SEC File Number (Identifies the company's filing with the SEC.)
• 93-1869878 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Ispire Technology Inc. (company) — Registrant
• April 5, 2024 (date) — Date of earliest event reported
• April 11, 2024 (date) — Filing date
• Los Angeles, CA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ISPR The Nasdaq Stock Mar
• $2 m — redited the capital account of Chemular $2 million, representing the fair value of t
• $1 million — Venture, and Chemular's contribution of $1 million in cash to the Joint Venture, on the Cl
• $3 million — al account of Chemular in the amount of $3 million. On the Closing Date, the Joint Venture
• $10 m — ital account of Berify in the amount of $10 million, representing the fair value of t
• $9 million — enture in the aggregate amount of up to $9 million. Upon written request of the Joint Vent
• $5 million — vided that no more than an aggregate of $5 million of the Ispire Contribution Commitment m
• $9.00 — y. The Warrant has an exercise price of $9.00 per share, is exercisable immediately,

Filing Documents

• ea0203679-8k_ispire.htm (8-K) — 31KB
• 0001213900-24-031985.txt ( ) — 202KB
• ispr-20240405.xsd (EX-101.SCH) — 3KB
• ispr-20240405_lab.xml (EX-101.LAB) — 33KB
• ispr-20240405_pre.xml (EX-101.PRE) — 22KB
• ea0203679-8k_ispire_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On April 5, 2024 (the "Closing Date"), Aspire North America LLC, a Delaware limited liability company ("Aspire") and wholly owned subsidiary of Ispire Technology Inc., a Delaware Corporation ("Ispire", and together with Aspire, the "Company") entered into a capital contribution, subscription, and joint venture agreement (the "JV Agreement") with Chemular Inc., a Michigan corporation ("Chemular"), Touch Point Worldwide, Inc. d/b/a/ Berify, a Delaware corporation ("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 business of the Joint Venture will be licensing, owning, operating and developing an industry-standard age-verification solution for vapor (e-cigarette) devices in the U.S. market as well 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 tuse 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 devices. Under the terms of the JV Agreement, on the Closing Date, Chemular agreed to, prior to August 1, 2024, prepare, finalize and file or cause to be filed on behalf of the Joint Venture a tobacco products master file ("TPMF") in th

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities On April 5, 2024, in a private placement concurrent with the closing of the JV Agreement and pursuant to the Letter of Intent and Term Sheet previously disclosed in Ispire's Current Report on Form 8-K filed with the SEC on February 1, 2024, Ispire issued a warrant to purchase 111,111 shares of its common stock, par value $0.0001 per share (the "Warrant"), to Berify. The Warrant has an exercise price of $9.00 per share, is exercisable immediately, and will expire five years from the date of issuance, or April 5, 2029. Such issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Ispire Technology Inc. By: /s/ Michael Wang Name: Michael Wang Title: Co-Chief Executive Officer Dated: April 11, 2024 2

View Full Filing

View this 8-K filing on SEC EDGAR