FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
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Liu Tuanfang |
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2. Date of Event Requiring Statement (Month/Day/Year) 04/03/2023 |
3. Issuer Name and Ticker or Trading Symbol Ispire Technology Inc. [ISPR]
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C/O ISPIRE TECHNOLOGY INC., 19700 MAGELLAN DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director
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__X__ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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CEO and Chairman
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5. If Amendment, Date Original Filed
(Month/Day/Year)
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LOS ANGELES,, CA 90502 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4)
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2. Amount of Securities Beneficially Owned (Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
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4. Nature of Indirect Beneficial Ownership (Instr. 5)
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Common Stock par value $0.0001 | 33,250,000 |
I
| See footnote (1) |
Common Stock par value $0.0001 | 2,500,000 |
I
| See footnote (2) |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)
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2. Date Exercisable and Expiration Date (Month/Day/Year)
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3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Liu Tuanfang C/O ISPIRE TECHNOLOGY INC. 19700 MAGELLAN DRIVE LOS ANGELES,, CA 90502 |
X
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X
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CEO and Chairman |
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Zhu Jiangyan C/O ISPIRE TECHNOLOGY INC. 19700 MAGELLAN DRIVE LOS ANGELES,, CA 90502 |
X
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Pride Worldwide Investment Ltd C/O ISPIRE TECHNOLOGY INC. 19700 MAGELLAN DRIVE LOS ANGELES,, CA 90502 |
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X
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Signatures
/s/ Tuanfang Liu | | 04/14/2023 |
**Signature of Reporting Person | Date |
/s/ Zhu, Jiangyan | | 04/14/2023 |
**Signature of Reporting Person | Date |
Pride Worldwide Investment Limited /s/ Tuanfang Liu Sole Shareholder | | 04/14/2023 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | Tuanfang Liu, the Company's chief executive officer, is the sole shareholder of Pride Worldwide Investment Limited and holds the voting and dispositive power over the common stock held by such entity. Mr. Liu disclaims beneficial interest in shares beneficially owned by his spouse, Jiangyan Zhu. |
(2) | Jiangyan Zhu, a member of the Board of Directors of the Company and spouse of Tuanfang Liu, the Company's chief executive officer, is the sole shareholder of Honor Epic International Limited and holds the voting and dispositive power over the common stock held by such entity. Ms. Zhu disclaims beneficial interest in shares beneficially owned by her spouse. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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