Form SC 13G - Statement of Beneficial Ownership by Certain Investors
July 12 2024 - 5:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
ISPIRE
TECHNOLOGY INC.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
46501C100
(CUSIP
Number)
December 31,
2023
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP 46501C100
1. |
Names
of Reporting Persons
Pride
Worldwide Investment Limited |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3. |
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
British
Virgin Islands |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
33,250,000
(1) |
6. |
Shared
Voting Power
0 |
7. |
Sole
Dispositive Power
33,250,000
(1) |
8. |
Shared
Dispositive Power
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
33,250,000
(1) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11. |
Percent
of Class Represented by Amount in Row (9)
59.0%(1)(3) |
12. |
Type
of Reporting Person (See Instructions)
CO |
CUSIP 46501C100
1. |
Names
of Reporting Persons
Tuanfang
Liu |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3. |
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
People’s
Republic of China |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
33,250,000
(1) |
6. |
Shared
Voting Power
|
7. |
Sole
Dispositive Power
33,250,000
(1) |
8. |
Shared
Dispositive Power
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
33,250,000
(1) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ |
11. |
Percent
of Class Represented by Amount in Row (9)
59.0%(1)(3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
CUSIP 46501C100
1. |
Names
of Reporting Persons
Jiangyan
Zhu |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3. |
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
People’s
Republic of China |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
2,500,000(2) |
6. |
Shared
Voting Power
|
7. |
Sole
Dispositive Power
2,500,000(2) |
8. |
Shared
Dispositive Power
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,500,000(2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ |
11. |
Percent
of Class Represented by Amount in Row (9)
4.4%(2)(3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
(1) |
These shares are held directly by Pride Worldwide Investment
Limited. Tuanfang Liu, the co-chief executive officer of the Issuer, is the sole shareholder of Pride Worldwide Investment Limited.
Consequently, he may be deemed the beneficial owner of the shares held by Pride Worldwide Investment Limited. Mr. Liu disclaims beneficial
interest in shares beneficially owned by his wife, Jiangyan Zhu, a director of the Issuer. |
|
|
(2) |
Jiangyan Zhu, a director of the Issuer and spouse of
the Issuer’s co-chief executive officer, Tuanfang Liu, is the sole shareholder of Honor Epic International Limited, the direct
owner of these shares. Consequently, she may be deemed the beneficial owner of the shares held by Honor Epic International Limited.
Ms. Zhu disclaims beneficial interest in shares beneficially owned by her husband. |
|
|
(3) |
Based on 56,400,636 shares of common stock outstanding
on May 10, 2024 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 14, 2024. |
Ispire
Technology Inc. (the “Issuer”)
Item 1(b). |
Address of the Issuer’s
Principal Executive Offices |
19700
Magellan Drive
Los
Angeles, California
Item 2(a). |
Names of Persons Filing |
Pride
Worldwide Investment Limited, Tuanfang Liu, and Jiangyan Zhu (collectively, the “Reporting Persons”)
Item 2(b). |
Address of Principal Business
Office, or if None, Residence: |
19700
Magellan Drive
Los
Angeles, California
Pride
Worldwide Investment Limited is a company incorporated under the laws of British Virgin Islands. Tuanfang Liu and Jiangyan Zhu are citizens
of People’s Republic of China.
Item 2(d). |
Title of Class of Securities |
Common
stock, $0.0001 par value per share.
46501C
100
Item 3. |
If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
|
☐ |
(a) Broker or Dealer registered
under Section 15 of the Exchange Act. |
|
|
|
|
☐ |
(b) Bank as defined in Section
3(a)(b) or the Exchange Act. |
|
|
|
|
☐ |
(c) Insurance company as defined
in Section 3(a)(19) of the Exchange Act. |
|
|
|
|
☐ |
(d) Investment company registered
under Section 8 of the Investment Company Act. |
|
|
|
|
☐ |
(e) An Investment adviser in
accordance with Rule 13d-1 (b)(1)(ii)(E). |
|
|
|
|
☐ |
(f) An employee benefit plan
or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(F). |
|
|
|
|
☐ |
(g) A parent holding company
or control person in accordance with Rule 13d 1(b)(1)(ii)(G). |
|
☐ |
(h) A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act. |
|
☐ |
(i) A church plan that is excluded
from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. |
|
|
|
|
☐ |
(j) A non-U.S. institution
in accordance with Rule 13d-1 (b)(1)(ii)(J) |
|
|
|
|
☐ |
(k) Group, in accordance with
Rule 13d-1 (b)(1)(ii)(K). |
|
|
|
|
|
Not applicable |
The
responses to Items 5-11 of the cover pages of this Schedule 13G including the footnotes are incorporated herein by reference.
Item 5. |
Ownership of Five Percent
or Less of a Class |
Not
Applicable
Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person |
Not
Applicable
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not
Applicable
Item 8. |
Identification and Classification
of Members of the Group |
Not
Applicable
Item 9. |
Notice of Dissolution of
Group |
Not
Applicable
Not
Applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
DATE: July
12, 2024
|
Pride Worldwide
Investment Limited |
|
|
|
|
By: |
/s/
Tuanfang Liu |
|
Name: |
Tuanfang Liu |
|
Title: |
Director |
|
|
/s/
Tuanfang Liu |
|
Name: |
Tuanfang Liu |
|
|
|
|
|
/s/ Jiangyan
Zhu |
|
Name: |
Jiangyan Zhu |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf
of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock,
$0.0001 par value per share, of Ispire Technology, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit
to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no
party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason
to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same
instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of July 12, 2024.
|
Pride
Worldwide Investment Limited |
|
|
|
|
By: |
/s/
Tuanfang Liu |
|
Name: |
Tuanfang Liu |
|
Title: |
Director |
|
By: |
/s/
Tuanfang Liu |
|
Name: |
Tuanfang Liu |
|
|
|
|
By: |
/s/
Jiangyan Zhu |
|
Name: |
Jiangyan
Zhu |
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