Form 8-K

8-K — Ispire Technology Inc.

Accession: 0001213900-26-100709

Filed: 2026-09-17

Period: 2026-09-15

CIK: 0001948455

SIC: 2111 (CIGARETTES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0305772-8k_ispire.htm (Primary)

EX-99.1 — PRESS RELEASE OF ISPIRE TECHNOLOGY ISSUED ON SEPTEMBER 15, 2026 (ea030577201ex99-1.htm)

EX-99.2 — TRANSCRIPT OF EARNINGS CALL HELD ON SEPTEMBER 16, 2026 (ea030577201ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0305772-8k_ispire.htm · Sequence: 1

false

0001948455

2026-09-15

iso4217:USD

xbrli:shares

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 15, 2026

Ispire

Technology Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41680

84-5106049

(State or other jurisdiction

incorporation or organization)

(Commission file number)

(IRS Employer

Identification No.)

19700

Magellan Drive

Los

Angeles, CA 90502

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (310) 742-9975

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value

$0.0001 per share

ISPR

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

September 15, 2026, Ispire Technology Inc. (the “Company”) issued a press release regarding its financial results for the

fiscal fourth quarter and fiscal year ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

Additionally,

on September 16, 2026, the company held an earnings call open to the public (the “Earnings Call”). Mr. Steven Przybyla,

the Company’s President, and Mr. Jie Yu, the Company’s Chief Financial Officer, discussed the financial and operating

results of the Company for the quarter and fiscal year ended June 30, 2026. The transcript of the Earnings Call is furnished as

Exhibit 99.2 and incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

The

information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including

Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by

reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in that filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:

Exhibit No.

Description

99.1

Press Release of Ispire Technology issued on September

15, 2026.

99.2

Transcript of Earnings Call held on September 16, 2026.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Ispire Technology Inc.

By:

/s/

Tuanfang Liu

Name:

Tuanfang Liu

Title:

Chief Executive Officer

Dated: September 17, 2026

EX-99.1 — PRESS RELEASE OF ISPIRE TECHNOLOGY ISSUED ON SEPTEMBER 15, 2026

EX-99.1

Filename: ea030577201ex99-1.htm · Sequence: 2

Exhibit 99.1

Ispire Technology Inc. Reports Fourth Quarter

and Fiscal Year 2026 Financial Results

Q4 Revenue Increased 33% Year-over-year and

43% Sequentially to $26.7 Million

Full Year Operating Cash Burn Improves by $6.8

Million, Signaling Progress Toward Cash Flow Positive

Multiple Possible Revenue Catalysts Coming Online

as Malaysia Manufacturing and Vapor ODM Scale Up; Joint Venture Proprietary Age-Gating and G-Mesh Technologies Advance Toward Commercialization

LOS ANGELES, Sept. 15, 2026/PRNewswire/--Ispire

Technology Inc. (Nasdaq: ISPR) (“Ispire,” the “Company,” “we,” “us,” or “our”),

an innovator in vaping technology and precision dosing, today reported financial results for the fourth quarter and fiscal year ended

June 30, 2026.

Steven Przybyla, President of Ispire, commented,

“We believe fourth quarter results mark an important inflection point for the company and the turnaround we began more than a year

ago. Fourth quarter revenue increased 33% year-over-year and 43% sequentially to $26.7 million, while operating cash flow also increased

sequentially. In our view, these results demonstrate that the restructuring and investments we have made are beginning to translate into

improved operating performance and position us for a fundamentally improved fiscal 2027. Our Malaysia manufacturing facility is now fully

operational, our Vapor ODM platform is entering the market, and we continue to advance IKE Tech’s proprietary age-gating technology

toward commercialization. We have also begun to expand beyond vaping through our joint venture with Jincheng Pharma, giving us a platform

to enter the rapidly growing nicotine pouch market.

“These initiatives span different stages

of development and create a diversified set of possible growth drivers. In the near term, we believe our Malaysia manufacturing and ODM

platforms are positioned to expand our addressable customer base, strengthen our competitive position and generate new revenue opportunities.

Over the longer term, IKE Tech’s age-gating technology is showing the potential to address significant unmet needs in not just the

U.S. market, but globally, while our G-Mesh continues to generate interest from leading global tobacco companies and major international

brands.

“We believe fiscal 2027 will be a transformational

year of fundamental growth and change for Ispire. We expect it will be the first full year of vapor and nicotine pouch production at our

company-owned factories in Malaysia, a year of major commercial developments and contracts within our IKE Tech joint venture and a year

of continued investment in cutting-edge technologies that we believe can be highly accretive to the balance sheet and long-term value

of the business.

Multiple Growth Catalysts, Each Backed by

a Massive Addressable Market

Catalyst

Timeline

Opportunity

Malaysia Manufacturing

Now

~$73B global vape market; 25% tariff advantage over China for exports to US

Vapor ODM

July 2026 / 2027

Mid-sized brands in 2026; large brand partnerships in 2027

Age-Gating (IKE Tech)

2027+

~$50-70B US flavored vape market currently locked; ~6B devices/year US TAM

G-Mesh Technology

2027+

$24B+ legal global vape market; licensing discussions with big tobacco underway

Summary Financial Results for the Three Months

Ended June 30, 2026

Revenue was $26.7 million, compared

to $20.1 million in the fourth quarter of fiscal year 2025. The increase of $6.6 million, or 32.5%.

Gross profit was $1.7 million compared

to $2.5 million for the fourth quarter of fiscal year 2025. Gross margin was 6.3% compared to 12.3% for the year ago period. Gross

margin was impacted by inventory impairments in Q4.

Total operating expenses were $15.2 million,

a 11.1% reduction compared to $17.1 million for the fourth quarter of fiscal year 2025. Credit loss expense was $9.2 million, an increase

of $533,000 compared to $8.6 million in the year ago period.

Net loss was $13.8 million, or ($0.24)

per share, an improvement of $971,000 compared to a net loss of $14.8 million, or ($0.26) per share, in the fourth quarter of fiscal year

2025.

Adjusted EBITDA loss was ($2.3) million,

an improvement of $2.1 million, compared to an Adjusted EBITDA loss of ($4.4) million in the year ago period.

Cash: At June 30, 2026, the Company held

cash of $19.3 million and working capital of $803,000. An increase of $1.3 million in cash and decrease of $86,000 in working capital

from the quarter ended March 31, 2026.

Summary Financial Results for the Fiscal Year

Ended June 30, 2026

Revenue was $96.0 million, compared

to $127.5 million in fiscal 2025. The decrease of $31.5 million, or 24.7%, was primarily driven by lower cannabis vaping hardware sales

in the United States, which decreased by $17.4 million to $15.1 million, and lower vaping product sales in Europe, which decreased by

$12.7 million to $61.4 million. Product sales in Asia Pacific, excluding China, also decreased by $1.4 million to $10.9 million.

Gross profit was $12.3 million compared

to $22.6 million for fiscal 2025. Gross margin was 12.8% compared to 17.8% for fiscal 2025. Gross margin was impacted by changes

in product mix and a one-time increase in inventory provision accrued during the year ended June 30, 2026.

Total operating expenses were $44.9 million,

a 26% reduction compared to $60.5 million for fiscal 2025. Credit loss expense was $20.7 million, a decrease of $1.3 million compared

to $22.0 million in fiscal 2025.

Net loss was $33.2 million, or ($0.58)

per share, an improvement of $6.0 million, compared to a net loss of $39.2 million, or ($0.69), in fiscal 2025.

Adjusted EBITDA loss was ($4.0) million,

an improvement of $4.8 million, compared to an Adjusted EBITDA loss of ($8.8) million in fiscal 2025.

Net cash used in operating activities was

$569,000, and improvement of $6.8 million, compared to Net cash used in operating activities of $7.4 million in fiscal 2025,

Outlook

The Company previously expected to achieve cash-flow-positive

performance in the second half of calendar year 2026. While operating cash flow has improved substantially year over year, the Company

has made investments related to its Malaysia manufacturing facility during the first quarter of fiscal year 2027, which makes the timing

of achieving cash-flow positive less certain. Management remains focused on reaching positive cash flow as the benefits of the Company’s

new manufacturing and commercial programs begin to scale.

Conference Call

The Company will conduct a conference call at

8 am ET on Wednesday, September 16, 2026, to discuss the results, followed by a Q&A session.

To listen to the conference call, please dial

in using the information below. When prompted upon dialing-in, please ask for the “Ispire Technology Call.”

● Date: Wednesday, September 16, 2026

● Time: 8 am ET

● Dial-In Numbers: United States 1-877-451-6152 or International 1-201-389-0879

This conference

call will be webcast live and can be accessed by all interested parties at:

Please access the link at least fifteen minutes

prior to the start of the call to register, download, and install any necessary audio software.

A playback will be available until 11:59 pm ET

on Wednesday, September 30, 2026. To listen, please dial 1-844-512-2921 or +1-412-317-6671. Use the passcode 13762496 to access the replay.

About Ispire Technology Inc.

Ispire is engaged in the research and development,

design, commercialization, sales, marketing and distribution of branded e-cigarettes and cannabis vaping products. The Company’s operating

subsidiaries own or license more than 400 patents worldwide. Ispire’s branded e-cigarette products are marketed under the Aspire name

and are sold worldwide (except in the U.S., People’s Republic of China and Russia) primarily through its global distribution

network. The Company also engages in original design manufacture (ODM) relationships with e-cigarette brands and retailers worldwide.

The Company’s cannabis products are marketed under the Ispire brand name primarily on an ODM basis to other cannabis vapor companies.

Ispire sells its cannabis vaping hardware in the US, Europe and South Africa and it recently commenced marketing activities

and customer engagement in Canada and Latin America. For more information visit www.ispiretechnology.com or follow Inspire on Instagram, LinkedIn, Twitter and YouTube.

Non-GAAP Financial Measures

In evaluating its business, the Company uses or

may use certain non-GAAP measures as supplemental measures to review and assess its operating and financial performance. These measures

are commonly used in the manufacturing industry to provide stockholders and potential investors with additional information that excludes

unusual or non-recurring items as well as non-cash items that are unrelated to or may not be indicative of the Company’s ongoing

operating results. These measures may not be comparable to similar measures presented by other companies and should not be viewed as a

substitute for measures reported under U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools when assessing

the Company’s operating and financial performances, and investors should not consider them in isolation, or as a substitute for

any consolidated statement of operations data prepared in accordance with U.S. GAAP. The reconciliations to EBITDA and Adjusted EBITDA

from relevant GAAP metrics are included at the end of this press release.

Forward Looking Statements

This press release contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) as well as Section 21E of the

Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to

be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe

the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,”

“expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,”

“plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,”

“likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements

other than statements of historical facts included in this press release regarding the Company’s strategies, prospects, financial condition,

operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company’s actual results

and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements include,

but are not limited to, risks and uncertainties including those regarding: whether the Company may be successful in re-entering the U.S.

ENDS market; the approval or rejection of any PMTA submitted by the Company; whether the Company will be successful in its plans to further

expand into the African market; whether the Company’s joint venture with Touch Point Worldwide Inc. d/b/a/ Berify and Chemular Inc. (the

“Joint Venture”) may be successful in achieving its goals as currently contemplated, with different terms, or at all; the Joint

Venture’s ability to innovate in the e-cigarette technology space or develop age gating or age verification technologies for nicotine

vaping devices; the Company’s ability to collect its accounts receivable in a timely manner; the Company’s business strategies; the ability

of the Company to market Ispire ONE™ and G-Mesh; G-Mesh and Ispire ONE™’s success in meeting its goals; the ability of its

customers to derive the anticipated benefits from G-Mesh or Ispire ONE™ and the success of its products on the markets; Ispire ONE™

proving to be safe; the timing of the Company’s ability to achieve positive cash flow, if at all; whether the Company’s joint venture

with Jincheng Pharma may be successful in achieving its goals as currently contemplated, with different terms, or at all; and the risk

and uncertainties described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results

of Operations,” “Cautionary Note on Forward-Looking Statements” and the additional risk described in Ispire’s Annual Report

on Form 10-K for the year ended June 30, 2025 and any subsequent filings which Ispire makes with the SEC. You should not rely upon

forward-looking statements as predictions of future events. The forward-looking statements made in this press release relate only to events

or information as of the date on which the statements are made in this press release. We undertake no obligation to update or revise any

forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements

are made or to reflect the occurrence of unanticipated events except as required by applicable law. You should read this press release

with the understanding that our actual future results may be materially different from what we expect.

Contact:

HAYDEN IR:

James Carbonara

(646)-755-7412

james@haydenir.com

Brett Maas

(646) 536-7331

brett@haydenir.com

-- Tables Follow –

ISPIRE TECHNOLOGY INC.

CONSOLIDATED BALANCE SHEETS

(In $USD, except share and per share data)

June 30,

2026

2025

Assets

Current assets:

Cash

$ 19,328,650

$ 24,351,765

Restricted cash

50,228

Accounts receivable, net

19,819,480

39,588,998

Inventories, net

3,126,252

6,647,970

Prepaid expenses and other current assets

2,519,129

2,244,505

Due from a related party

590,911

75,147

Total current assets

45,434,650

72,908,385

Other assets:

Property, plant and equipment, net

2,423,509

2,952,800

Intangible assets, net

2,572,060

2,232,620

Right-of-use assets – operating leases

3,028,385

5,030,005

Other investment

2,000,000

Equity method investment

8,611,823

9,515,546

Other non-current assets

122,431

210,617

Accounts receivable – non current

7,367,158

Deferred tax assets

85,713

Total other assets

18,843,921

29,308,746

Total assets

$ 64,278,571

$ 102,217,131

Liabilities and stockholders’ (deficit) equity

Current liabilities

Accounts payable

$ 5,651,330

$ 4,172,476

Accounts payable – related party

29,312,960

52,420,256

Contract liabilities

1,886,012

4,861,250

Accrued liabilities and other payables

5,532,103

8,099,991

Borrowing – current portion

805,361

1,146,766

Operating lease liabilities – current portion

1,443,763

1,838,815

Total current liabilities

44,631,529

72,539,554

Other liabilities:

Amount due to a related party

47,000,000

25,000,000

Borrowing – net of current portion

805,361

Operating lease liabilities – net of current portion

1,893,249

3,267,522

Total liabilities

93,524,778

101,612,437

Commitments and contingencies

Stockholders’ (deficit) equity:

Common stock, par value $0.0001 per share; 140,000,000 shares authorized; 57,609,396 and 57,193,734 shares issued and outstanding as of June 30, 2026 and June 30, 2025

5,760

5,719

Treasury stock, at cost

(60,488 )

Additional paid-in capital

52,276,766

48,833,601

Accumulated deficit

(81,269,311 )

(48,065,267 )

Accumulated other comprehensive loss

(198,934 )

(108,871 )

Total stockholders’ (deficit) equity

(29,246,207 )

604,694

Total liabilities and stockholders’ (deficit)/equity

$ 64,278,571

$ 102,217,131

ISPIRE TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(In $USD, except share and per share data)

Years ended June 30,

2026

2025

Revenue

$ 96,014,610

$ 127,494,304

Cost of revenue

83,716,563

104,844,633

Gross profit

12,298,047

22,649,671

Operating expenses:

Sales and marketing expenses

5,022,884

8,439,384

Credit loss expenses

20,715,826

22,034,812

General and administrative expenses

19,151,861

30,025,334

Total operating expenses

44,890,571

60,499,530

Loss from operations

(32,592,524 )

(37,849,859 )

Other income (expense):

Interest income

343,497

86,996

Interest expense

(374,168 )

(188,764 )

Exchange gain (loss), net

316,441

(86,570 )

Other income, net

250,092

1,675

Total other income (expense)

535,862

(186,663 )

Loss before income taxes

(32,056,662 )

(38,036,522 )

Income taxes

(1,147,382 )

(1,203,704 )

Net loss

$ (33,204,044 )

$ (39,240,226 )

Other comprehensive loss

Foreign currency translation adjustments

(90,063 )

(167,214 )

Comprehensive loss

(33,294,107 )

(39,407,440 )

Net loss per share

Basic and diluted

$ (0.58 )

$ (0.69 )

Weighted average shares outstanding:

Basic and diluted

57,306,470

56,853,552

ISPIRE TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In $USD, except share and per share data)

Years ended June 30,

2026

2025

Net loss

$ (33,204,044 )

$ (39,240,226 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

944,995

812,483

Credit loss expenses

20,715,826

22,034,812

Right-of-use assets amortization

1,806,846

1,460,104

Stock-based compensation expenses

3,488,207

5,616,282

Inventory impairment

2,818,653

754,976

Loss from equity method investment

903,723

732,502

Right-of-use assets impairment

301,067

151,516

Debt issuance cost amortization

129,250

38,478

Deferred income taxes

(85,713 )

Impairment loss on prepayments

539,497

Changes in operating assets and liabilities:

Accounts receivable

6,420,850

(9,331,350 )

Inventories

703,065

(1,037,552 )

Prepaid expenses and other current assets

(455,522 )

(547,085 )

Accounts payable and accounts payable – related party

371,558

10,766,537

Contract liabilities

(2,975,238 )

2,643,084

Accrued liabilities and other payables

(219,699 )

(555,383 )

Operating lease liabilities

(1,875,618 )

(1,358,074 )

Prepaid income tax/income tax payable

(381,355 )

(315,189 )

Advances to a related party

(515,764 )

Net cash used in operating activities

(569,416 )

(7,374,085 )

Cash flows from investing activities:

Purchase of property, plant and equipment

(305,952 )

(1,100,704 )

Acquisition of intangible assets

(449,191 )

(939,075 )

Joint venture investment payable

(2,327,311 )

(3,158,826 )

Net cash used in investing activities

(3,082,454 )

(5,198,605 )

Cash flows from financing activities:

Common stock repurchased

(45,001 )

(60,488 )

Proceeds from borrowing

2,080,863

Repayment of borrowing

(1,276,016 )

(167,214 )

Net cash (used in) provided by financing activities

(1,321,017 )

1,853,161

Net decrease in cash and restricted cash

(4,972,887 )

(10,719,529 )

Cash and restricted cash - beginning of year

24,351,765

35,071,294

Cash and restricted cash – end of year

$ 19,378,878

$ 24,351,765

Reconciliation of cash and restricted cash

Cash

$ 19,328,650

$ 24,351,765

Restricted cash

50,228

Total cash, restricted cash and equivalents

19,378,878

24,351,765

Supplemental non-cash investing and financing activities

Leased assets obtained in exchange for operating lease liabilities

$ -

$ 3,062,902

Reclassification of accounts receivable to accounts receivable – non current

$ -

$ 7,367,158

Reclassification of accounts payable – related party to amount due to a related party

$ 22,000,000

$ 25,000,000

Supplemental disclosures

Cash paid for income taxes

$ 1,612,851

$ 1,531,924

Cash paid for interest

$ 374,168

$ 150,285

ISPIRE TECHNOLOGY INC.

UNAUDITED ADJUSTED EBITDA RECONCILIATION (GAAP

to non-GAAP)

(In $USD)

Unaudited and in U.S. dollars

Years ended June 30

Years ended June 30,

2026

2025

Net loss

$ (33,204,044 )

$ (39,240,226 )

Adjustments

Credit loss expense

$ 20,715,826

$ 22,034,812

Income tax expense

$ 1,147,382

$ 1,203,704

Stock-based compensation

$ 3,488,207

$ 5,616,282

Inventory impairment

$ 2,818,653

$ 754,976

Depreciation and amortization

$ 944,995

$ 812,483

Debt issuance cost amortization

$ 129,250

$ 38,478

Adjusted EBITDA (Non-GAAP)

$ (3,959,731 )

$ (8,779,491 )

Three months ended June 30

Three months ended

June 30,

2026

2025

Net loss

$ (13,819,287 )

$ (14,790,072 )

Adjustments

Credit loss expense

$ 9,177,876

$ 8,645,045

Income tax expense

$ 377,320

$ 109,930

Stock-based compensation

$ 735,740

$ 692,531

Prepaid inventory impairment

$ 539,497

$ -

Inventory impairment

$ 431,902

$ 681,284

Depreciation and amortization

$ 253,101

$ 220,203

Debt issuance cost amortization

$ 32,313

$ 38,478

Adjusted EBITDA (Non-GAAP)

$ (2,271,538 )

$ (4,402,601 )

EX-99.2 — TRANSCRIPT OF EARNINGS CALL HELD ON SEPTEMBER 16, 2026

EX-99.2

Filename: ea030577201ex99-2.htm · Sequence: 3

Exhibit

99.2

Ispire Technologies, Inc.

Fiscal Fourth Quarter 2026 Earnings Call Script

September 16, 2026

Steven Przybyla - President

Jay Yu - Chief Financial Officer

Operator

Good afternoon, and welcome to Ispire

Technology’s fiscal fourth quarter and full year 2026 earnings conference call.

Today, all participants will be

in a listen-only mode. Should you need assistance during today's call, please signal for a conference specialist by pressing the

star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may

press star, then one on your telephone keypad. To withdraw your question, please press star, then two. Please note that today's event

is being recorded. I would now like to turn the conference over to James Carbonara with Hayden Investor Relations. Please go ahead.

James Carbonara - Hayden IR

Good afternoon, and welcome to Ispire

Technologies' fiscal third quarter 2026 earnings conference call. Before we begin, I would like to remind you that this conference

call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements

other than statements of historical fact in its announcement are forward-looking statements. Forward-looking statements are based on

estimates and assumptions made by the company in terms of its experience and its perception of historical trends, current conditions,

and expected future developments, as well as other factors that the company believes are relevant. These forward-looking statements involve known

and unknown uncertainties. and many factors could cause the company's actual results or performance to differ materially from those expressed

or implied by the forward-looking statements. Further information regarding this and other risk factors are included in the company's filings

with the SEC. The company undertakes no obligation to update forward-looking statements to reflect subsequent or current events or circumstances

or changes in expectation, except as may be required by law. I will now turn the call over to Steven Przybyla, President of Ispire

Technology. Steve, you may begin.

Steven Przybyla, President

Thank you.

As we look at the fourth quarter and fiscal year,

I want to start with what we believe is the most important takeaway: Ispire has reached an important inflection point in its turnaround.

We began this turnaround a little over a year

ago with clear objectives: clean up the balance sheet, reduce the cost structure, address legacy issues and build the foundation for a

more focused and sustainable business, while advancing key growth catalysts. That work has not always been visible in the headline revenue

numbers, but it has fundamentally changed the company and we are now beginning to see that work reflected in the financial results.

Fourth quarter revenue was $26.7 million, up

33% year over year and 43% sequentially. Cash also increased sequentially. At the same time, operating expenses remain substantially

below where they were a year ago. For me, that combination is important. We are seeing improving revenue momentum against a much leaner

cost structure and a stronger balance sheet.

There is still work to do. The financial cleanup

is not completely finished, and we remain disciplined around receivables and working capital. But, I believe we are much closer

to the end of that process, and we expect the remaining legacy accounts receivable write-offs to be substantially addressed during fiscal

2027, with little or no carryover into following years. Completing that process, along with the underlying business’ continued improvement,

positions us to achieve positive GAAP earnings.

The first major catalyst is Malaysia.

Fiscal 2027 will be our first full fiscal year

of vapor and nicotine pouch production at our company-owned facilities in Malaysia. Recall, we obtained our nicotine manufacturing license

for vapor products in March of 2026, and the license to produce nicotine pouches in May of 2026. This is important not only because of

the additional production capacity, but because Malaysia changes both the economics of our manufacturing business and the markets we can

serve.

We are seeing strong interest from Chinese brands

that are looking to diversify and move production outside of China, and we have also had recent visits to our facilities from major global

tobacco companies. I hope to announce the positive results of one such very recent visit in the near term. We believe the combination

of our manufacturing capabilities, regulatory infrastructure and Malaysian footprint gives us a differentiated proposition for brands

looking for a reliable production partner. Our expectation is that several of these opportunities will mature and translate into commercial

agreements during fiscal 2027.

The second piece of the Malaysia strategy is

our existing business.

We are excited about Vapor ODM. The objective

here is straightforward: expand our customer base by allowing brands to leverage our manufacturing capabilities and product expertise

without having to build that infrastructure themselves. We believe the combination of Malaysia, ODM and our existing manufacturing platform

can create a meaningful new source of revenue while also increasing utilization of our facilities.

The third major area of opportunity is our

technology joint venture, IKE Tech.

IKE is developing into a broader technology platform

focused on age verification, product authentication and compliance for regulated nicotine markets. We believe these capabilities address

a growing need among regulators, manufacturers and brands, and we are actively pursuing commercial partnerships with large international

brands and manufacturers. IKE 2.0, which includes significant improvements to the user experience, is also scheduled to launch this fall.

We have made meaningful progress on the regulatory

front as well. I have personally participated in four meetings with the FDA and HHS over the past six months, including a June 15 meeting

with the FDA’s Acting Commissioner. The feedback has been overwhelmingly positive – the agency wants point of use-age gating

and applauds our technology., These discussions have reinforced our view that the need for this type of technology is real and growing

on a global basis.

Our component PMTA remains under review, but our

strategy is broader than any single regulatory pathway. We are continuing to develop both the age-gating and product authentication technology

platforms, pursue additional regulatory and commercial paths, and build relationships that can create value independent of any particular

regulatory timeline.

We also see a potential path to a significant

liquidity event involving IKE during fiscal 2027 that would be separate from regulatory authorization. We are not yet in a position to

provide additional detail, but we expect to have more to say as those discussions develop.

Beyond IKE, G-Mesh continues to generate interest

from leading global tobacco companies and other major international brands. We believe the technology has the potential to meaningfully

differentiate the products we can offer and create additional opportunities within the global nicotine market.

And finally, we are looking beyond the businesses

and technologies we have already announced. We are evaluating several transformational investments in disruptive technologies. We are

being highly selective, but we believe there are opportunities where an investment could materially expand Ispire's value proposition

and accelerate our evolution into a technology-forward company. Specifically, I want to emphasize that we are looking for opportunities

where we believe our capital, manufacturing expertise, regulatory infrastructure or global relationships can create a meaningful advantage.

When we look ahead, we believe fiscal 2027

will be a year of fundamental growth and change. We will have our first full year of vapor and nicotine pouch production in Malaysia.

We expect new major commercial relationships to develop. We will begin the transition of our branded production to Malaysia and work toward

materially improving the economics of that business. IKE Tech will have several commercial and technology milestones ahead, and we expect

G-Mesh and other proprietary technologies to create additional opportunities.

Most importantly, we are entering this period

with a much stronger foundation than we had a year ago: a leaner cost structure, a cleaner balance sheet, increasing manufacturing capabilities

and multiple paths to growth.

Our job now is execution. The fourth quarter was

an important first step in demonstrating that the turnaround is working. Fiscal 2027 is about taking that momentum and building the next

version of Ispire.

I will now turn the call over to Jay for a more

detailed review of our financial results. Jay?

Jay Yu - Chief Financial Officer

Thank you, Steve.

For the fiscal fourth quarter ended June 30,

2026, Ispire Technology reported revenue of $26.7 million, an increase of 33% year over year and 43% sequentially, compared with $20.1

million in the fourth quarter of fiscal 2025 and $18.7 million in the prior quarter. The increases reflect improving demand across the

business and increased production activity as we entered the new fiscal year.

Gross profit for the quarter was $1.7 million,

and gross margin was 6.3%, compared to $2.5 million and 12.3%, respectively. The decline in Gross margin was the result of inventory

impairments recognized in Q4.

Total operating expenses, excluding credit

loss, were $6.0 million, down 28.6% year-over-year from $8.5 million and up a modest 2.3% sequentially from $5.9 million in the March

quarter. The year-over-year decline reflects the continued benefits of a leaner operating structure and disciplined expense management.

With our cost base now substantially lower, we believe the business is increasingly positioned to leverage revenue growth and scale to

drive operating improvement.

Credit loss in the fourth quarter was $9.2

million, down approximately $533,000, or 6.2%, year over year. The reduction reflects continued progress in resolving legacy receivables

and improving the quality of our balance sheet. As we enter fiscal 2027, we remain focused on disciplined receivables and working capital

management as we complete the final stages of the financial cleanup.

Net loss for the quarter was $13.8 million

compared with $14.8 million in the year-ago period and $9.5 million in the prior quarter.

Adjusted EBITDA for the fourth quarter was a loss

of $2.3 million, an improvement of $2.1 million compared to an Adjusted EBITDA loss of $4.4 million in the year-ago quarter. The improvement

reflects the continued benefits of a leaner cost structure and greater operating efficiency as we move into fiscal 2027.

Turning to our full-year results…

For fiscal 2026, Ispire Technology reported

revenue of $96 million, compared with $127.5 million last fiscal year. The decline was primarily driven by lower cannabis vaping hardware

sales in the U.S. and lower vaping product sales in Europe, along with a modest decline in our Asia Pacific business, excluding China.

Gross profit was $12.3 million, compared

with $22.6 million in fiscal 2025, while gross margin was 12.8%, compared with 17.8% last year. The decline in gross margin was primarily

driven by changes in product mix and a one-time increase in our inventory provision during fiscal 2026.

Total operating expenses, excluding credit

loss, were $24.2 million, down 37% year over year from $38.5 million in fiscal 2025. This reflects the sustained cost discipline we

have maintained and a more focused operating structure. We believe we now have a much more efficient cost base, positioning us to translate

revenue growth and scale into improved profitability.

Credit loss for the full year was $20.7 million,

down approximately $1.3 million from $22.0 million in fiscal 2025. This improvement reflects continued progress in addressing legacy issues,

and we remain focused on maintaining discipline around receivables and working capital management as we complete the financial cleanup.

Net loss for fiscal 2026 was $33.2 million,

an improvement of $6.0 million compared with $39.2 million in fiscal 2025.

Adjusted EBITDA for fiscal 2026 was a loss

of $4.0 million, an improvement of $4.8 million compared to an Adjusted EBITDA loss of $8.8 million in fiscal 2025. The improvement

reflects the meaningful reduction in our operating cost structure and continued progress toward a more efficient and scalable business

model.

We ended the fiscal year with $19.3 million

in cash, compared with $24.4 million at the end of fiscal 2025.

Importantly, net cash used in operating activities

improved significantly during fiscal 2026. Operating cash use was $569,000 for the full year, compared with $7.4 million in fiscal

2025, representing an improvement of $6.8 million year over year. This reflects the progress we have made in reducing operating costs,

improving collections and addressing legacy working capital issues.

With a solid balance sheet, a leaner cost structure

and improving operating momentum, we believe Ispire has reached an important inflection point in its turnaround. The 33% year-over-year

and 43% sequential increase in fourth quarter revenue, along with a growing cash balance, provides tangible evidence that the business

is moving in the right direction.

We enter fiscal 2027 focused on building on this

momentum and converting the foundation we have established into sustainable growth, stronger cash generation, and improved profitability.

With that, I’ll turn the call back to Steve.

Steven Przybyla, President

Thank you, Jay.

Our fourth quarter results reinforce

the message we started with today: the turnaround is here and now, and we are entering fiscal 2027 from a fundamentally stronger position.

We have spent the past year simplifying

the business, strengthening the balance sheet, reducing our cost structure and addressing legacy issues. We have also made significant

progress in operating cash flow, bringing cash used in operations essentially to breakeven for the full fiscal year.

As we enter fiscal 2027, we will be

making significant payments related to our Malaysia manufacturing facility. These are planned investments in capacity that we believe

are important to our growth strategy, but they make it difficult to provide a specific timeline for achieving positive cash flow. The

key point is that the underlying operating cash performance has improved substantially

We believe fiscal 2027 can be a defining

year for Ispire. We have fundamentally changed the company over the past year, and we are now in a position to focus on what comes next—bringing

new manufacturing capacity online, converting commercial opportunities into revenue and advancing our technology platforms toward commercialization.

We are excited about what we are building

and believe the opportunities ahead have the potential to create meaningful long-term value for our shareholders.

With that, we will open the call for

questions.

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