Sec Form 4 Filing - Wang Michael Xue @ Ispire Technology Inc. - 2024-10-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wang Michael Xue 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 (Last) (First) (Middle) C/O ISPIRE TECHNOLOGY INC., 19700 MAGELLAN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2024 (Street) LOS ANGELES, CA90502 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wang Michael Xue C/O ISPIRE TECHNOLOGY INC. 19700 MAGELLAN DRIVE LOS ANGELES, CA90502 Co-Chief Executive Officer Signatures /s/ Michael Wang 10/03/2024 Signature of Reporting Person Date

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

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