SEC Comment Letter 0000000000-23-002722 to Ispire Technology Inc. (ISPR) (CIK 0001948455) (ISPR)
Ispire Technology Inc. (ISPR) (CIK 0001948455)
Date: March 17, 2023 · CIK: 0001948455 · Accession: 0000000000-23-002722
AI Filing Summary & Sentiment
File numbers found in text: 333-269470
Letter
United States securities and exchange commission logo March 17, 2023 Tuanfang Liu Chief Executive Officer Ispire Technology Inc. 19700 Magellan Drive Los Angeles, CA 90502 Re:Ispire Technology Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed March 17, 2023 File No. 333-269470 Dear Tuanfang Liu: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 4 to Registration Statement on Form S-1 filed March 17, 2023 Risk Factors, page 12 1.We note your disclosure includes certain changes to the offering; however, the filing has not been revised to reflect all of the changes. For example, on page 31, you disclose that all of the shares sold in the offering will be freely transferable without restriction or further registration under the Securities Act, which appears inconsistent regarding the shares sold in this offering that will be held by the Chief Financial Officer. In addition, on page 54, the percentages of the Company's common stock to be owned by Mr. Liu and Ms. Zhu upon completion of this offering, 59.4% and 4.5%, respectively, do not appear revised. Please revise the filing to make the changes as appropriate throughout the filing.
FirstName LastNameTuanfang Liu Comapany NameIspire Technology Inc. March 17, 2023 Page 2 FirstName LastName Tuanfang Liu Ispire Technology Inc. March 17, 2023 Page 2 Dilution, page 36 2.We note your disclosure that a $1.00 increase (decrease) in the assumed public offering price would increase the dilution per share to new investors by approximately $0.05, after deducting the underwriters' discount and estimated offering expenses payable by the Company. Please explain how the increase in the dilution per share to new investors of $0.05 was computed. Also revise "increase" of the dilution to "increase (decrease)". You may contact Stephany Yang at (202) 551-3167 or Kevin Woody at (202) 551-3629 if you have questions regarding comments on the financial statements and related matters. Please contact Patrick Fullem at (202) 551-8337 or Jennifer Angelini at (202) 551-3047 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Richard I. Anslow, Esq.
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United States securities and exchange commission logo
March 17, 2023
Tuanfang Liu
Chief Executive Officer
Ispire Technology Inc.
19700 Magellan Drive
Los Angeles, CA 90502
Re:Ispire Technology Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed March 17, 2023
File No. 333-269470
Dear Tuanfang Liu:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1 filed March 17, 2023
Risk Factors, page 12
1.We note your disclosure includes certain changes to the offering; however, the filing has
not been revised to reflect all of the changes. For example, on page 31, you disclose that
all of the shares sold in the offering will be freely transferable without restriction or
further registration under the Securities Act, which appears inconsistent regarding the
shares sold in this offering that will be held by the Chief Financial Officer. In addition, on
page 54, the percentages of the Company's common stock to be owned by Mr. Liu and
Ms. Zhu upon completion of this offering, 59.4% and 4.5%, respectively, do not appear
revised. Please revise the filing to make the changes as appropriate throughout the filing.
FirstName LastNameTuanfang Liu
Comapany NameIspire Technology Inc.
March 17, 2023 Page 2
FirstName LastName
Tuanfang Liu
Ispire Technology Inc.
March 17, 2023
Page 2
Dilution, page 36
2.We note your disclosure that a $1.00 increase (decrease) in the assumed public offering
price would increase the dilution per share to new investors by approximately $0.05, after
deducting the underwriters' discount and estimated offering expenses payable by the
Company. Please explain how the increase in the dilution per share to new investors of
$0.05 was computed. Also revise "increase" of the dilution to "increase (decrease)".
You may contact Stephany Yang at (202) 551-3167 or Kevin Woody at (202) 551-3629 if
you have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at (202) 551-8337 or Jennifer Angelini at (202) 551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Richard I. Anslow, Esq.