Ispire Technology Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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Sep 30, 2026 · Filed Nov 9, 2026
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2026, due to the material weakness in our internal control over financial reporting relating to the lack of IT general controls regarding cyber security governance, logical access security and service organization management, as described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
Changes in Internal Control over Financial Reporting
As disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, management concluded that the previously identified material weaknesses relating to (i) the lack of controls needed to evaluate significant estimates, including the inventory reserve for slow-moving inventories and the allowance for credit losses, and (ii) the lack of sufficient personnel with appropriate levels of U.S. GAAP accounting knowledge and experience, had been remediated as of June 30, 2026. During the three months ended September 30, 2026, we continued to monitor the operation of the controls implemented to remediate the previously identified material weaknesses concerning significant accounting estimates, including the allowance for credit losses and the inventory reserve. We evaluated the current-period judgments and reconciliations relating to these estimates and concluded that the remediated controls continued to operate effectively. We also continued to implement our remediation plan for the material weakness relating to IT general controls described above. Other than these remediation efforts, there were no changes in our internal control over financial reporting during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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