UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2025
Ispire Technology Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41680 | 84-5106049 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) |
19700 Magellan Drive
Los Angeles, CA 90502
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 742-9975
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | ISPR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Ispire Technology Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 24, 2025. On April 28, 2025, the record date for the Annual Meeting, there were 57,136,455 shares of the Company’s common stock issued and outstanding with each such share being entitled to one vote.
A total of 49,588,338 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set forth below.
Proposal 1: Election of Directors
The stockholders elected each of Tuanfang Liu, Jiangyan Zhu, Christopher Robert Burch, Brent Cox, and John Fargis, each to serve for a one-year term until the conclusion of the 2026 Annual Meeting of Stockholders or until their successors is duly elected and qualified.
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non- Votes | ||||||||
| Tuanfang Liu | 39,613,578 | 503,255 | 2,654 | 9,468,851 | ||||||||
| Jiangyan Zhu | 39,168,159 | 951,328 | 0 | 9,468,851 | ||||||||
| Christopher Robert Burch | 39,961,889 | 157,598 | 0 | 9,468,851 | ||||||||
| Brent Cox | 40,012,218 | 107,124 | 145 | 9,468,851 | ||||||||
| John Fargis | 39,778,673 | 340,654 | 160 | 9,468,851 |
Proposal 2: Proposal to Ratify the Appointment by the Audit Committee of the Company’s Board of Directors of Marcum Asia LLP (“Marcum Asia”) as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending June 30, 2025
The stockholders ratified the appointment of Marcum Asia as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 49,580,681 | 7,657 | 0 | 0 |
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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: June 26, 2025 | |||
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