Ispire Technology Inc

• our goals and growth strategies;

• our expectations regarding demand for and market acceptance of our brand and platforms;

• our ability to successfully establish and operate our manufacturing facilities in California and Malaysia;

• our ability to establish material relationships with suppliers other than Shenzhen Yi Jia;

• the effect of regulations relating to the marketing and sale of vaping products in the United States and other countries;

• our ability to maintain and improve our infrastructure necessary to operate our business;

• competition in the vaping industry;

• the expected growth of, and trends in, the markets for our products and services in the markets in which jurisdictions that we sell our products;

• the development of a market for cannabis vaping products outside of the United States, including the legalization of cannabis in certain European countries;

• the expected growth of, and trends in, the markets for our products and services in the markets in which jurisdictions that we sell our products;

• the effect of supply chain issues on our ability to manufacture and our ability and the ability of our distributors to distribute product;

• the development of a market for cannabis vaping products and our ability to market cannabis products to adult users;

• our ability to compete successfully in selling both tobacco and cannabis vapor products, the expected growth of, and trends in, the markets for our products and services jurisdictions that we sell or plan to sell our products;

• our ability to implement and maintain effective internal controls over financial reporting;

• effects of the COVID-19 pandemic and steps taken by governments to address the pandemic;

• government policies and regulations relating to our operations, including regulations relating to the sale and distribution of our vaping products and those relating to manufacturing operations;

• our ability to develop and maintain effective disclosure controls and internal controls over financial reporting;

• our ability to comply with the continued listing standards on the exchange or trading market on which our shares of common stock are listed for trading;

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• our ability to attract and retain qualified senior management personnel and research and development staff;

• the volatility of our operating results and financial condition and the price of its common stock;

• our preliminary estimates of selected financial and other information for the three and six months ended December 31, 2023;

• our Letter of Intent and Term Sheet with Touch Point Worldwide Inc. d/b/a Berify;

• general economic and business condition in China and elsewhere;

• other risks and uncertainties, including those listed in the “Risk Factors” section of this prospectus and the documents incorporated by reference herein.

You should read this prospectus and the documents that we incorporate by reference with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

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