Sec Form 4 Filing - Wang Michael Xue @ Ispire Technology Inc. - 2023-09-04

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) 09/04/2023 (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 Restricted Stock Units 09/04/2023 A 282,787 ( 1 ) A 1,425,644 ( 1 ) ( 2 ) ( 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 Common Stock Options (Right to buy) $ 9.76 ( 4 ) 09/04/2023 A 1,000,000 ( 5 ) 09/04/2033 Common Stock 1,000,000 $ 0 1,000,000 D

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 09/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )RSUs vest over three years as follows: 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant. ( 2 )Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock upon vesting. ( 3 )The amount reported includes (i) 1,000,000 shares of 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 and (ii) 142,857 share of Common Stock purchased by the Reporting Person in connection with the Issuer's initial public offerings which priced on April 3, 2023 and closed on April 6, 2023. ( 4 )Each option represents the right to purchase one share of Common Stock at the exercise price. ( 5 )Common Stock Options vest over four years as follows: 1/4 on the first anniversary of the date of grant with the remaining 3/4 vesting in equal installment of 2.083% each month thereafter.

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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