Business Context and Reporting Period
This Form 8-K Current Report was filed by Ispire Technology Inc. on December 16, 2024. The filing primarily addresses a change in the Company's independent registered public accounting firm. Ispire Technology Inc. is an emerging growth company incorporated in Delaware, with its principal executive offices located in Los Angeles, California.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on auditor transition details and historical audit qualifications.
Material Changes
- Auditor Resignation: Marcum LLP resigned as the Company's independent registered public accounting firm effective December 16, 2024.
- New Auditor Engagement: CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm for the fiscal year ended June 30, 2025, effective December 17, 2024, subject to stockholder ratification.
- Reason for Change: The change follows CBIZ CPAs P.C.'s acquisition of substantially all attest business assets of Marcum LLP on November 1, 2024.
Guidance, Risks, and Contingencies
Historical Audit Qualifications: The report of Marcum LLP for the fiscal year ended June 30, 2024, included an explanatory paragraph regarding adjustments applied to restate financial statements for the year ended June 30, 2023, to correct misstatements. Marcum did not express an opinion on the June 30, 2023 financial statements as a whole.
Material Weaknesses in Internal Controls: The Company reported material weaknesses in internal control over financial reporting in its Annual Report on Form 10-K for the year ended June 30, 2024. These include:
- Lack of controls to record assets acquired from a controlling stockholder in accordance with GAAP.
- Lack of controls to evaluate significant estimates, specifically inventory reserves for slow-moving inventory and credit loss reserves for accounts receivable.
- Absence of a comprehensive accounting policies and procedures manual and IT general controls.
- Insufficient personnel with technical expertise to evaluate complex accounting matters.
Restatements: Due to the aforementioned weaknesses, the Company restated unaudited financial statements for periods ending December 31, 2022, March 31, 2023, September 30, 2023, December 31, 2023, and March 31, 2024, as well as audited statements for the year ended June 30, 2023.
Disagreements: The Company reported no disagreements with Marcum LLP regarding accounting principles, practices, or auditing scope during the relevant periods.
Investor Verification Checklist
- Verify the ratification of CBIZ CPAs P.C. by stockholders at the upcoming annual meeting.
- Review the specific details of the financial restatements for periods ending between December 2022 and March 2024.
- Assess the Company's remediation plan for the four identified material weaknesses in internal controls over financial reporting.
- Confirm the status of the letter from Marcum LLP (Exhibit 16.1) regarding their agreement with the statements in this filing.