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Ispire Technology Inc.

For the period ended Mar 31, 2026. Filed May 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

ISPR$1.55+8.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-06.

0001213900-26-013305

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001213900-26-053368

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 77 previous paragraphs and 90 current paragraphs.

44 unchanged; 30 reworded; 15 added; 2 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 16 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

On March 17, 2026, Ispire Malaysia received full and final licensure from the Ministry of Investment, Trade and Industry of Malaysia (“MITI”) to manufacture nicotine vapor products in the country of Malaysia. This full and final licensure replaces Ispire Malaysia’s interim license issued in May 2025. Ispire Malaysia is the only business in the country of Malaysia with such nicotine vapor manufacturing license, and we are now in the process of securing orders and scheduling production for both nicotine vapor products (expected to commence production at the end of June 2026) and nicotine pouch products.

Current report

We made the decision not to manufacture any nicotine vapor hardware in Malaysia until the full and final license was issued. Now that such license is secured, the Ispire Malaysia and our business development teams are fielding a backlog of customer demand for nicotine vapor production in Malaysia. We believe our production costs will be comparable to production in China, and will continue to improve as the Ispire Malaysia business scales in volume and capacity. We will also work to establish local supply chain partnerships, which we believe will further bring down the costs of nicotine vapor product manufacturing, aiding in improving competitiveness and our ability to obtain increased profit margins.

Current report

The Ispire Malaysia business has also been positively impacted by policy shifts from the Chinese government. On April 1, 2026, China cancelled the 13% export VAT rebate for nicotine-containing, non-combustion inhalation products. This rebate cancellation caused an immediate effective price increase for exporting nicotine vapor products from China, which we believe has directly improved the global price competitiveness for Ispire Malaysia’s nicotine vapor manufacturing business.

Current report

Further, Chinese tobacco authorities have begun requiring nicotine vapor manufacturers in the country to supply information on U.S. FDA PMTA Submission Tracking Numbers (“STNs”) for historical nicotine vapor exports to the U.S. made in calendar year 2025. This development signals enhanced regulatory compliance requirements for Chinese vapor manufacturers which previously did not exist, adding in enhanced compliance costs for shipments to the U.S. These two developments suggest to us that there will be further tax and regulatory headwinds facing China’s domestic nicotine vapor manufacturing industry in the coming months and years, potentially making our Malaysian nicotine vapor manufacturing business more appealing to global brands and Chinese businesses looking to diversify their supply chain.

Current report

Management expects further improvement in operating cash flow during 2026, driven by (i) continued quarterly operating expense reductions in U.S. operations, (ii) revenue generation in Malaysia, (iii) continued cash generation from Hong Kong operations. Based on these initiatives, the Company expects to achieve positive cash flow in the first half of fiscal year 2027. However, the timing and extent of such improvement remain subject to execution and market conditions.

Current report

On March 11, 2026, the U.S. Food and Drug Administration (the “FDA”) issued draft guidance outlining evidentiary expectations for Premarket Tobacco Product Applications (“PMTAs”) for flavored electronic nicotine delivery systems (“ENDS”), which could provide a lawful pathway for flavored vaping products, the market for which is largely comprised of illicit products. The guidance marks the first time the FDA has formally outlined a framework for evaluating flavored ENDS products, recognizing that device-level access technologies, or device access restrictions (“DAR”), may factor into whether a product meets the “appropriate for the protection of public health” standard for PMTA authorization. The draft guidance highlights DAR technologies such as biometric authentication, geofencing, and continuous age verification as potential safeguards designed to prevent underage use of ENDS devices. The FDA also emphasized that traditional safeguards such as local age restrictions and point-of-sale verification that do not directly prevent youth use may not, when employed alone, sufficiently reduce youth use.

Current report

We remain an advocate for technology-driven youth prevention solutions. As previously disclosed in our Current Report on Form 8-K filed with the SEC on April 11, 2024, on April 5, 2024, the Company, Chemular Inc., a Michigan corporation, and Touch Point Worldwide, Inc. d/b/a/ Berify, a Delaware corporation, agreed to form Ike Tech LLC (“IKE”) as a joint venture between the entities that would be in the business of licensing, owning and developing an industry-standard biometric, blockchain-based, point of use age-verification solution for vapor (e-cigarette) devices in the U.S. market. We believe that the FDA guidance is a positive development for IKE and that IKE is well positioned to capitalize on the creation of a pathway to a lawful market for flavored vaping products.

Current report

Since its founding, IKE has developed two core technology offerings: (i) NFC/RFID smart tags with unique block chain TokenIDs for embedding in packaging, providing its customers’ packaging with a unique digital identity, and (ii) Bluetooth Low Energy (“BLE”) chips embedded in devices such as ENDS that enable live communication with mobile applications and provide services such as continuous age verification, device activation and control, and secure user authentication ((i) and (ii) together, the “Technology”). IKE’s Technology is supported by a secure open ecosystem built on blockchain validation and open standards designed to enable reliable authentication across devices and markets.

Current report

IKE exclusively licenses in the nicotine vapor field or owns 11 issued patents related to its Technology to date, and in 2025, IKE submitted the first-ever component PMTA to the FDA for a standalone, interoperable age-verification technology designed for integration across ENDS devices. The platform combines BLE chips, biometric authentication, and block-chain secured identity verification to ensure that only verified adult users can activate a device. In addition to age verification, IKE’s Technology can also support product authentication and anti-counterfeiting capabilities, helping manufacturers and regulators identify illicit or counterfeit devices that bypass regulatory safeguards, evade taxes, and undermine consumer safety. IKE’s Technology is currently engaged in a pilot and evaluation program operating within a test environment with a large strategic collaborator, as well as pilot programs with several additional third-party vapor product manufacturers and brands.

Current report

Operating expenses decreased by $3,886,686 or 25.3%, from $15,361,346 for the three months ended March 31, 2025 to $11,474,660 for the three months ended March 31, 2026. Operating expenses decreased by $13,715,010 or 31.6%, from $43,381,219 for the nine months ended March 31, 2025 to $29,666,209 for the nine months ended March 31, 2026.

Current report

Net cash flow used in investing activities for the nine months ended March 31, 2025 of $1.7 million reflected primarily purchase of property, plant and equipment of $0.1 million, acquisition of intangible assets of $0.8 million and payment made for long term investment of $0.8 million.

Current report

Net cash flow provided by financing activities for the nine months ended March 31, 2025 of $2.3 million reflected primarily proceeds from long term debt of $2.3 million, offset by common stock repurchase of $60 thousand.
Removed paragraphs (2)

Previous report

Operating expenses decreased by $4,733,158 or 31.4%, from $15,082,626 for the three months ended December 31, 2024 to $10,349,468 for the three months ended December 31, 2025. Operating expenses decreased by $9,828,324 or 35.1%, from $28,019,873 for the six months ended December 31, 2024 to $18,191,549 for the six months ended December 31, 2025.

Previous report

Credit loss expenses increased slightly by $25,203, or 0.6%, from $4,183,998 for the three months ended December 31, 2024, to $4,209,201 for the three months ended December 31, 2025.
Reworded paragraphs (30)

Previous wording

Our business relies on the collection of accounts receivable from our customers in a timely manner to maintain liquidity and support our ongoing operations. The balance of the allowance for credit losses was $20.9 million and $18.0 million at December 31, 2025 and June 30, 2025, respectively.

Current wording

Our business relies on the collection of accounts receivable from our customers in a timely manner to maintain liquidity and support our ongoing operations. The balance of the allowance for credit losses was $21.5 million and $18.0 million at March 31, 2026 and June 30, 2025, respectively.

Previous wording

The following table sets forth a summary of our unaudited condensed consolidated statements of operations and comprehensive income for the three months ended December 31, 2025 and 2024 (dollars in thousands except per share amounts).

Current wording

The following table sets forth a summary of our unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended March 31, 2026 and 2025 (dollars in thousands except per share amounts).

Previous wording

Our revenue decreased by $21,541,304, or 51.5%, from $41,827,860 for the three months ended December 31, 2024, to $20,286,556 for the three months ended December 31, 2025. The decrease in revenue is the combined effect of (i) decreases in product sales in the United States of $9.3 million from $10.9 million for the three months ended December 31, 2024, to $1.6 million for the three months ended December 31, 2025 largely due to shorter credit terms in the United States with a focus on higher quality customers, and (ii) decreases in sales of vaping products in Europe of $9.2 million from $24.0 million for the three months ended December 31, 2024 to approximately $14.8 million for the three months ended December 31, 2025 largely due to market conditions being competitive, and the timing of distribution continuing to evolve, and (iii) decreases in sales to other regions of $1.9 million from $3.3 million for the three months ended December 31, 2024 to approximately $1.4 million for the three months ended December 31, 2025 and (iv) decreases in sales of vaping products in Asia Pacific of $1.1 million from $3.6 million for the three months ended December 31, 2024 to approximately $2.5 million for the three months ended December 31, 2025.

Current wording

Our revenue decreased by $7,505,224, or 28.7%, from $26,190,725 for the three months ended March 31, 2025, to $18,685,501 for the three months ended March 31, 2026. The decrease in revenue is the combined effect of (i) decreases in product sales in the United States of $5.5 million from $8.8 million for the three months ended March 31, 2025, to $3.3 million for the three months ended March 31, 2026 largely due to shorter credit terms in the United States with a focus on higher quality customers, and (ii) decreases in sales of vaping products in Europe of $1.4 million from $13.2 million for the three months ended March 31, 2025 to approximately $11.8 million for the three months ended March 31, 2026 largely due to market conditions being competitive, and the timing of distribution continuing to evolve, and (iii) decreases in sales to other regions of $0.4 million from $1.2 million for the three months ended March 31, 2025 to approximately $0.8 million for the three months ended March 31, 2026 and (iv) decreases in sales of vaping products in Asia Pacific of $0.2 million from $3.0 million for the three months ended March 31, 2025 to approximately $2.8 million for the three months ended March 31, 2026.

Previous wording

Our revenue decreased by $30,528,733, or 37.6%, from $81,166,173 for the six months ended December 31, 2024, to $50,637,440 for the six months ended December 31, 2025. The decrease in revenue is the combined effect of (i) decreases in sales of vaping products in North America of $13.6 million from $20.7 million for the six months ended December 31, 2024 to approximately $7.1 million for the six months ended December 31, 2025 largely due to shorter credit terms in the United States with a focus on higher quality customers, and (ii) decreases in product sales in Europe of $10.4 million from $45.9 million for the six months ended December 31, 2024, to $35.5 million for the six months ended December 31, 2025 largely due to market conditions being competitive, and the timing of distribution continuing to evolve, and (iii) decreases in sales in other regions, mainly Africa, of $3.9 million from $7.1 million for the six months ended December 31, 2024, to $3.2 million for the six months ended December 31, 2025, (iv) decreases in sales to Asia Pacific regions of $2.6 million from $7.5 million for the six months ended December 31, 2024 to approximately $4.9 million for the six months ended December 31, 2025.

Current wording

Our revenue decreased by $38,033,957, or 35.4%, from $107,356,898 for the nine months ended March 31, 2025, to $69,322,941 for the nine months ended March 31, 2026. The decrease in revenue is the combined effect of (i) decreases in sales of vaping products in North America of $19.1 million from $29.4 million for the nine months ended March 31, 2025 to approximately $10.4 million for the nine months ended March 31, 2026 largely due to shorter credit terms in the United States with a focus on higher quality customers, and (ii) decreases in product sales in Europe of $11.9 million from $59.2 million for the nine months ended March 31, 2025, to $47.3 million for the nine months ended March 31, 2026 largely due to market conditions being competitive, and the timing of distribution continuing to evolve, and (iii) decreases in sales in other regions, mainly Africa, of $4.3 million from $8.3 million for the nine months ended March 31, 2025, to $4.0 million for the nine months ended March 31, 2026, (iv) decreases in sales to Asia Pacific regions of $2.8 million from $10.5 million for the nine months ended March 31, 2025 to approximately $7.7 million for the nine months ended March 31, 2026.

Previous wording

Cost of revenue mainly consists of cost of purchases of vaping products, that the majority of the purchase are from Shenzhen Yi Jia. Cost of revenue decreased by $17,293,334, or 50.7%, from $34,105,289 for the three months ended December 31, 2024, to $16,811,955 for the three months ended December 31, 2025. The decrease in cost of revenue is in line with decrease in sales. Cost of revenue mainly consists of the cost of purchases of vaping products, the majority of which are from Shenzhen Yi Jia.

Current wording

Cost of revenue mainly consists of cost of purchases of vaping products, that the majority of the purchase are from Shenzhen Yi Jia. Cost of revenue decreased by $4,720,244, or 22.0%, from $21,414,820 for the three months ended March 31, 2025, to $16,694,576 for the three months ended March 31, 2026. The decrease in cost of revenue is primarily attributable to the decrease in sales, partially offset by additional inventory provisions accrued.

Previous wording

Cost of revenue decreased by $23,753,157, or 36.1%, from $65,769,224 for the six months ended December 31, 2024, to $42,016,067 for the six months ended December 31, 2025. The decrease in cost of revenue is in line with decrease in sales.

Current wording

Cost of revenue decreased by $28,473,401, or 32.7%, from $87,184,044 for the nine months ended March 31, 2025, to $58,710,643 for the nine months ended March 31, 2026. The decrease in cost of revenue is in line with decrease in sales.

Previous wording

Gross profit decreased by $4,247,970, or 55.0%, from $7,722,571 for the three months ended December 31, 2024, to $3,474,601 for the three months ended December 31, 2025, while our gross margin decreased from 18.5% to 17.1%. The decrease in gross margin was primarily due to changes in product mix with less higher margin products being sold during the three months ended December 31, 2025.

Current wording

Gross profit decreased by $2,784,980, or 58.3%, from $4,775,905 for the three months ended March 31, 2025, to $1,990,925 for the three months ended March 31, 2026, while our gross margin decreased from 18.2% to 10.7%. The decrease in gross margin was primarily due to changes in product mix with less higher margin products being sold, and additional inventory provision accrued during the three months ended March 31, 2026.

Previous wording

Gross profit decreased by $6,775,576, or 44.0%, from $15,396,949 for the six months ended December 31, 2024, to $8,621,373 for the six months ended December 31, 2025, while our gross margin decreased from 19.0% to 17.0%. The decrease in gross margin was primarily due to changes in product mix with less higher margin products being sold during the six months ended December 31, 2025.

Current wording

Gross profit decreased by $9,560,556, or 47.4%, from $20,172,854 for the nine months ended March 31, 2025, to $10,612,298 for the nine months ended March 31, 2026, while our gross margin decreased from 18.8% to 15.3%. The decrease in gross margin was primarily due to changes in product mix with less higher margin products being sold during the nine months ended March 31, 2026.

Previous wording

Sales and marketing expenses decreased by $585,336, or 28.4%, from $2,061,664 for the three months ended December 31, 2024 to $1,476,328 for the three months ended December 31, 2025. The decrease in sales and marketing expenses was primarily due to a (i) decrease in brand marketing activities of $0.2 million comparing the three months ended December 31, 2025 and 2024, (ii) decrease in trade show costs of $0.2 million comparing the three months ended December 31, 2025 and 2024 and (iii) decrease in travelling expense of $0.1 million as a result of less travelling activities during the three months ended December 31, 2025.

Current wording

Sales and marketing expenses decreased by $564,620, or 34.1%, from $1,656,527 for the three months ended March 31, 2025 to $1,091,907 for the three months ended March 31, 2026. The decrease in sales and marketing expenses was primarily due to decrease in brand marketing activities of $0.5 million from Aspire Science comparing the three months ended March 31, 2026 and 2025.

Previous wording

Sales and marketing expenses decreased by $2,012,739, or 39.8%, from $5,053,911 for the six months ended December 31, 2024 to $3,041,172 for the six months ended December 31, 2025. The decrease in sales and marketing expenses was primarily due to a decrease in (i) stock-based compensation expense of $0.9 million comparing the six months ended December 31, 2025 and 2024, (ii) decrease in travelling expense of $0.5 million as a result of less travelling activities during the six months ended December 31, 2025, (iii) decrease in brand marketing activities of $0.3 million comparing the six months ended December 31, 2025 and 2024, and (iv) decrease in trade show costs of $0.3 million comparing the six months ended December 31, 2025 and 2024.

Current wording

Sales and marketing expenses decreased by $2,577,359, or 38.4%, from $6,710,438 for the nine months ended March 31, 2025 to $4,133,079 for the nine months ended March 31, 2026. The decrease in sales and marketing expenses was primarily due to a decrease in (i) stock-based compensation expense of $0.9 million comparing the nine months ended March 31, 2026 and 2025, (ii) decrease in travelling expense of $0.5 million as a result of less travelling activities during the nine months ended March 31, 2026, (iii) decrease in brand marketing activities of $0.8 million comparing the nine months ended March 31, 2026 and 2025, and (iv) decrease in trade show costs of $0.3 million comparing the nine months ended March 31, 2026 and 2025.

Previous wording

Credit loss expenses decreased by $1,312,626, or 18.0%, from $7,286,079 for the six months ended December 31, 2024, to $5,973,453 for the six months ended December 31, 2025. The decrease is due to more collection of customer payments from repayment plan negotiated and thus less allowance for credit losses were provided as of December 31, 2025.

Current wording

Credit loss expenses decreased by $539,191, or 8.8%, from $6,103,688 for the three months ended March 31, 2025, to $5,564,497 for the three months ended March 31, 2026. The decrease is due to more collection of customer payments from repayment plan negotiated and thus less allowance for credit losses were provided as of March 31, 2026.

Previous wording

General and administrative expenses decreased by $6,502,959, or 41.5%, from $15,679,883 for the six months ended December 31, 2024, to $9,176,924 for the six months ended December 31, 2025. The decrease was primarily due to (i) decrease in payroll of $2.8 million comparing the six months ended December 31, 2025 and 2024 as a result of decrease in headcount of North America, (ii) decrease in legal and professional fees of $1.0 million for the six months ended December 31, 2025 as a result of cost reduction in North America, (iii) decrease in stock-based compensation expense of $0.8 million for the six months ended December 31, 2025 as a result of drop in headcount in North America, and (ii) decrease of $1.9 million of miscellaneous administrative expenses from North America as a result of drop in headcount and cost reduction for the six months ended December 31, 2025.

Current wording

Our general and administrative expenses consist of employees’ salaries and benefits, rental expense, professional fees, stock-based compensation expenses and other administrative expenses. General and administrative expenses decreased by $2,782,875, or 36.6%, from $7,601,131 for the three months ended March 31, 2025, to $4,818,256 for the three months ended March 31, 2026. The decrease was primarily due to (i) decrease in payroll of $1.3 million comparing the three months ended March 31, 2026 and 2025 as a result of decrease in headcount of North America, (ii) decrease in stock-based compensation expense of $0.5 million for the three months ended March 31, 2026 as a result of drop in headcount in North America and (iii) decrease in legal and professional fees of $0.6 million for the three months ended March 31, 2026 as a result of cost reduction in North America.

Previous wording

Our general and administrative expenses consist of employees’ salaries and benefits, rental expense, professional fees, stock-based compensation expenses and other administrative expenses. General and administrative expenses decreased by $4,173,025, or 47.2%, from $8,836,964 for the three months ended December 31, 2024, to $4,663,939 for the three months ended December 31, 2025. The decrease was primarily due to (i) decrease in payroll of $1.6 million comparing the three months ended December 31, 2025 and 2024 as a result of decrease in headcount of North America, (ii) decrease in stock-based compensation expense of $0.7 million for the three months ended December 31, 2025 as a result of drop in headcount in North America, (iii) decrease in legal and professional fees of $0.5 million for the three months ended December 31, 2025 as a result of cost reduction in North America, (iv) decrease of $1.7 million of miscellaneous administrative expenses from North America as a result of drop in headcount and cost reduction for the three months ended December 31, 2025, offset by $0.3 million increase of general administrative expenses from Ispire Malaysia from growth of operations during the three months ended December 31, 2025.

Current wording

General and administrative expenses decreased by $9,285,834, or 39.9%, from $23,281,014 for the nine months ended March 31, 2025, to $13,995,180 for the nine months ended March 31, 2026. The decrease was primarily due to (i) decrease in payroll of $4.1 million comparing the nine months ended March 31, 2026 and 2025 as a result of decrease in headcount of North America, (ii) decrease in legal and professional fees of $1.6 million for the nine months ended March 31, 2026 as a result of cost reduction in North America, (iii) decrease in stock-based compensation expense of $1.3 million for the nine months ended March 31, 2026 as a result of drop in headcount in North America, (iv) decrease of $3 million of miscellaneous administrative expenses from North America as a result of drop in headcount and cost reduction for the nine months ended March 31, 2026, offset by (v) $0.7 million increase of general administrative expenses from Ispire Malaysia from growth of operations during the nine months ended March 31, 2026.

Previous wording

Other income (expense), net includes interest income, interest expense, exchange loss, net and other (expense) income.

Current wording

Other income (expense), net includes interest income, interest expense, exchange loss (gain), net and other income (expense).

Previous wording

Interest income increased by $45,167, from $59,755 for the three months ended December 31, 2024, to $104,922 for the three months ended December 31, 2025. Interest income increased by $140,553, from $59,841 for the six months ended December 31, 2024, to $200,394 for the six months ended December 31, 2025. The increase in interest income is mainly due to charging late fees from customers.

Current wording

Interest income increased by $49,491, from $3,480 for the three months ended March 31, 2025, to $52,971 for the three months ended March 31, 2026. Interest income increased by $190,044, from $63,321 for the nine months ended March 31, 2025, to $253,365 for the nine months ended March 31, 2026. The increase in interest income is mainly due to charging late fees from customers.

Previous wording

Interest expense increased by $87,118, from $13,073 for the three months ended December 31, 2024, to $100,191 for the three months ended December 31, 2025. Interest expense increased by $187,830, from $24,537 for the six months ended December 31, 2024, to $212,367 for the six months ended December 31, 2025. The increase in interest expense is mainly due to borrowing engaged in February 2025.

Current wording

Interest expense increased by $51,569, from $35,646 for the three months ended March 31, 2025, to $87,215 for the three months ended March 31, 2026. Interest expense increased by $239,399, from $60,183 for the nine months ended March 31, 2025, to $299,582 for the nine months ended March 31, 2026. The increase in interest expense is mainly due to borrowing engaged in February 2025.

Previous wording

Exchange gain, net changes by $535,410, or 218.4%, from net exchange loss $245,173 for three months ended December 31, 2024, to net exchange gain of $290,237 for three months ended December 31, 2025. Exchange gain, net changes by $427,627, or 335.2%, from net exchange loss $127,588 for six months ended December 31, 2024, to net exchange gain of $300,039 for six months ended December 31, 2025.

Current wording

Exchange gain, net changes by $54,635, or 224.5%, from net exchange gain $24,341 for three months ended March 31, 2025, to net exchange loss of $30,294 for three months ended March 31, 2026. Exchange gain, net changes by $372,992, or 361.3%, from net exchange loss $103,247 for nine months ended March 31, 2025, to net exchange gain of $269,745 for nine months ended March 31, 2026.

Previous wording

Other income, net mainly consists of loss on equity method investment, credits from company credit card and other miscellaneous expenses. Other income, net changed by $63,640, or 319.3%, from net income of $19,934 for the three months ended December 31, 2024 to net income of $83,574 for the three months ended December 31, 2025. Other income, net changed by $25,342, or 66.1%, from net income of $38,333 for the six months ended December 31, 2024 to net income of $12,991 for the six months ended December 31, 2025.

Current wording

Other income, net mainly consists of loss on equity method investment, credits from company credit card, administrative fee income and other miscellaneous expenses. Other income, net changed by $288,936, or 335.0%, from net expense of $86,239 for the three months ended March 31, 2025 to net income of $202,697 for the three months ended March 31, 2026. Other income, net changed by $263,594, or 550.2%, from net income of $47,906 for the nine months ended March 31, 2025 to net income of $215,688 for the nine months ended March 31, 2026. The increase is mainly due to increasing other income from IKE for charging administrative fees.

Previous wording

As a result of these factors, total other income (expense), net increased by $557,099, from other expense, net of $178,557 for three months ended December 31, 2024, to other income, net of $378,542 for three months ended December 31, 2025. Total other income (expense), net increased by $355,008, from other expense, net of $53,951 for six months ended December 31, 2024, to other income, net of $301,057 for six months ended December 31, 2025.

Current wording

As a result of these factors, total other income (expense), net changed by $232,223, from other expense, net of $94,064 for three months ended March 31, 2025, to other income, net of $138,159 for three months ended March 31, 2026. Total other income (expense), net changed by $587,231, from other expense, net of $148,015 for nine months ended March 31, 2025, to other income, net of $ 439,216 for nine months ended March 31, 2026.

Previous wording

Income taxes decreased by $353,445 or 76.8%, from $460,031 for three months ended December 31, 2024, to $106,586 for three months ended December 31, 2025. Income taxes decreased by $324,129 or 35.4%, from $916,784 for six months ended December 31, 2024, to $592,655 for six months ended December 31, 2025. We had a consolidated net loss for both three and six months ended December 31, 2025 and 2024, which was the combined effect of a profit by Aspire Science, a loss by Aspire North America and Ispire Malaysia. The profit from Aspire Science resulted in a current tax expense. The increase in valuation allowance reflects our view that the taxable income in the future will not be sufficient to utilize the carryforward loss.

Current wording

Income taxes increased slightly by $417 or 0.2%, from $176,990 for three months ended March 31, 2025, to $ 177,407 for three months ended March 31, 2026. Income taxes decreased by $323,712 or 29.6%, from $1,093,774 for nine months ended March 31, 2025, to $770,062 for nine months ended March 31, 2026. We had a consolidated net loss for both three and nine months ended March 31, 2026 and 2025, which was the combined effect of a profit by Aspire Science, a loss by Aspire North America and Ispire Malaysia. The profit from Aspire Science resulted in a current tax expense. The increase in valuation allowance reflects our view that the taxable income in the future will not be sufficient to utilize the carryforward loss.

Previous wording

As a result of the foregoing, net loss decreased by $1,395,732, from net loss of $7,998,643, or $(0.14) per share, for the three months ended December 31, 2024, to a net loss of $6,602,911, or $(0.12) per share, for the three months ended December 31, 2025. Net loss decreased by $3,731,885, from net loss of $13,593,659, or $(0.24) per share, for the six months ended December 31, 2024, to a net loss of $9,861,774, or $(0.17) per share, for the six months ended December 31, 2025.

Current wording

As a result of the foregoing, net loss decreased by $1,333,512, from net loss of $10,856,495, or $(0.19) per share, for the three months ended March 31, 2025, to a net loss of $9,522,983, or $(0.17) per share, for the three months ended March 31, 2026. Net loss decreased by $5,065,397, from net loss of $24,450,154, or $(0.43) per share, for the nine months ended March 31, 2025, to a net loss of $19,384,757, or $(0.34) per share, for the nine months ended March 31, 2026.

Previous wording

The following table sets forth information as to consolidated cash flow information for the six months ended December 31, 2025 and 2024 (dollars in thousands).

Current wording

The following table sets forth information as to consolidated cash flow information for the nine months ended March 31, 2026 and 2025 (dollars in thousands).

Previous wording

Net cash flow used in operating activities for the six months ended December 31, 2025, of $5.2 million, reflected our net loss of $9.9 million, adjusted primarily as follows: add back of impairment of account receivable of $6.0 million, add back of share-based compensation expense of $1.8 million, add back of inventory impairment expense of $1.5 million, a decrease in accounts receivable of $3.2 million, offset by a decrease in accounts payable and accounts payable – related party of $7.0 million and an increase in prepaid expenses and other current assets of $1.0 million.

Current wording

Net cash flow used in operating activities for the nine months ended March 31, 2026, of $3.2 million, reflected our net loss of $19.4 million, adjusted primarily as follows: add back of impairment of account receivable of $11.5 million, add back of share-based compensation expense of $2.8 million, add back of inventory impairment expense of $2.4 million, a decrease in accounts receivable of $6.8 million, offset by a decrease in accounts payable and accounts payable – related party of $3.4 million, a decrease in contract liabilities of $1.8 million, an increase in prepaid expenses and other current assets of $1.3 million, an increase in inventories of $1.2 million.

Previous wording

Net cash flow provided by operating activities for the six months ended December 31, 2024 of $0.4 million, reflected our net loss of $13.6 million, adjusted primarily as follows: an add-back of credit loss expenses of $7.3 million, an add-back of stock based compensation expense of $3.5 million, an added-back of right-of-use assets amortization of $0.6 million and increase in accounts payable – related party of $20.7 million, offset by an increase in accounts receivable of $15.3 million, an increase in inventories, net of $1.7 million, and an increase in prepaid expenses and other current assets of $0.9 million.

Current wording

Net cash flow used in operating activities for the nine months ended March 31, 2025 of $12.1 million, reflected our net loss of $24.4 million, adjusted primarily as follows: an add-back of credit loss expenses of $13.4 million, an add-back of stock based compensation expense of $4.9 million, increase in accounts payable-related party of $11.0 million, offset by an increase in accounts receivable of $14.1 million, an increase in accrued liabilities and other payables of $1.0 million, and an increase in inventories of $1.5 million.

Previous wording

Net cash flow used in investing activities for the six months ended December 31, 2024, of $1.1 million reflected primarily purchase of property, plant and equipment of $0.3 million and capitalized costs of patents of $0.8 million.

Current wording

Net cash flow used in investing activities for the nine months ended March 31, 2026, of $2.1 million reflected primarily investment in joint venture of $1.3 million, capitalized costs of patents of $0.5 million and purchase of property, plant and equipment of $0.3 million.

Previous wording

Net cash flow generated from financing activities for the six months ended December 31, 2025, of $0.7 million reflected primarily repayment of borrowing of $0.6 million.

Current wording

Net cash flow used in financing activities for the nine months ended March 31, 2026, of $1.0 million reflected primarily repayment of borrowing of $1.0 million, and common stock repurchase of $45 thousand.

Previous wording

As of December 31, 2025 and June 30, 2025, we had contract liabilities of $4,971,135 and $4,861,250, respectively. These liabilities are advance deposits received from customers after an order has been placed. We expect all of the contract liabilities to be settled in less than one year.

Current wording

As of March 31, 2026 and June 30, 2025, we had contract liabilities of $3,043,470 and $4,861,250, respectively. These liabilities are advance deposits received from customers after an order has been placed. We expect all of the contract liabilities to be settled in less than one year.

Previous wording

The Company had no impairment of operating lease right-of-use assets during the three and six months ended December 31, 2025 and 2024.

Current wording

The Company had no impairment of operating lease right-of-use assets during the three and nine months ended March 31, 2026 and 2025.

Previous wording

As of December 31, 2025, we have a borrowing balance of $1,378,744 outstanding. The maturities of our borrowing are as follows:

Current wording

As of March 31, 2026, we have a borrowing balance of $1,092,052 outstanding, and the borrowing will mature within one year.

Previous wording

As of December 31, 2025, we recorded an unpaid $5.3 million consideration in accrued liabilities and other payables on the unaudited condensed consolidated balance sheet for a committed investment of $9 million into a joint venture investment named IKE Tech LLC.

Current wording

As of March 31, 2026, we recorded an unpaid $4.5 million consideration in accrued liabilities and other payables on the unaudited condensed consolidated balance sheet for a committed investment of $9 million into a joint venture investment named IKE Tech LLC.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Credit loss expenses decreased by $1,851,817, or 13.8%, from $13,389,767 for the nine months ended March 31, 2025, to $11,537,950 for the nine months ended March 31, 2026. The decrease is due to more collection of customer payments from repayment plan negotiated and thus less allowance for credit losses were provided as of March 31, 2026.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net cash flow used in investing activities for the six months ended December 31, 2025, of $0.9 million reflected primarily investment in joint venture of $0.5 million and capitalized costs of patents of $0.3 million.