Form 8-K - Current report
May 24 2024 - 4:30PM
Edgar (US Regulatory)
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0001948455
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2024-05-20
2024-05-20
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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):
May 20, 2024
Ispire Technology Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-41680 |
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84-5106049 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission file number) |
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(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) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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ISPR |
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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 ☒
If 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On May 20, 2024, the Board
of Directors (the “Board”) of Ispire Technologies, Inc. (the “Company”) appointed Tirdad Rouhani as the new President
of the Company effective May 31, 2024 and Aspire North America LLC (“Aspire”), the wholly-owned subsidiary of the Company,
and appointed David Hessler as the new Chief Operating Officer of the Company and Aspire effective May 31, 2024.
Tirdad Rouhani, President
Mr. Rouhani, age 41,
served as the Chief Operating Officer of the Company from July 2022 until his appointment as President of the Company. In the prior
four years, Mr. Rouhani has been deeply entrenched in the cannabis industry. He held the role of Chief Operating Officer at
Touchstone (one of the largest cannabis extraction lab and co-packing businesses in California) in 2019 prior to taking on the role
of Chief Executive Officer for Napalm Brands, a Los Angeles-based cannabis products brand, in March 2020. Prior to entering the
cannabis industry through his position at Napalm Brands, Mr. Rouhani co-founded Block Nexus, an incubator of SaaS data aggregator
technologies in 2016 and served as a principal until 2019 . Between 2008 and 2015, Mr. Rouhani served as a business process
consultant at Live Nation (NYSE: LYV), a multinational entertainment company that promotes, operates and manages ticket sales for
live entertainment. Prior to joining Live Nation, Mr. Rouhani additionally held positions at Deloitte and Real Estate Income
Partners. He received his B.A. and Masters in Accounting from the University of Arizona where he studied business.
Mr. Rouhani’s compensation
will remain unchanged at this time.
There are no family relationships
between Mr. Rouhani and any of the Company’s executive officers or directors, and no arrangements or understandings between Mr.
Rouhani and any other person pursuant to which he was selected as an officer. Mr. Rouhani is not a party to any current or proposed transaction
with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
David Hessler, Chief Operating Officer
Mr. Hessler, age 56, began
his career in 1989 at the port of Long Beach, CA as Account Executive at Sea-Land Service Inc., a container shipping company. Following
a transfer to Moscow, Russia in 1992, he led sales activities for Sea-Land’s fast-growing business in Russia and the former Soviet
Union, at a time when many multinational corporations were establishing their Russian entities. In 1995, Mr. Hessler joined Philip Morris
International (NYSE: PM), a multinational tobacco company, as Logistics Analyst in Lausanne, Switzerland, managing their cigarette export
business to Russia and the Commonwealth of Independent States. He joined RJ Reynolds International (“RJRI”), a multinational
tobacco company, in 1997, based in Moscow as Import Manager. In 1999 Japan Tobacco International (“JTI”) acquired the non-US
operations of RJRI and Mr. Hessler was subsequently assigned to Hong Kong to lead JTI’s global supply chain function for Asia Pacific.
In 2004 Mr. Hessler was transferred to JTI’s headquarters in Geneva, Switzerland as Global Customer Service Director, where he ran
the export activities for domestic and duty-free markets worldwide. In 2007, Mr. Hessler was assigned Manufacturing Services Director
at JTI Petro, in Saint Petersburg, Russia, managing a factory with total annual output of 87 billion cigarettes and a retail value of
$5 billion. In 2009 he was transferred to South Korea as JTI’s Contract Manufacturing Director and worked in Korea for five years.
Between 2014 and 2016, Mr.
Hessler served as mentor to the CEO of Berkeley, CA-based vaporizer startup Uptoke. From 2017 to 2020, Mr. Hessler became President of
Manufacturing at Grupo Flor, a vertically integrated licensed cannabis company. Since 2020, Mr. Hessler was the CEO of Swiss Tech Labs,
based in Montreux, Switzerland, as the exclusive European supplier of CBD products to Oettinger Davidoff AG, a manufacturer of luxury
cigars. Mr. Hessler graduated from Georgetown University’s School of Foreign Service in 1989 with a bachelor in International Relations.
In connection with Mr. Hessler’s
appointment as Chief Operating Officer of the Company, the Company has agreed to compensate him an annual base salary of $300,000, and
an annual discretionary performance bonus target of 30% of base salary.
There are no family relationships
between Mr. Hessler and any of the Company’s executive officers or directors, and no arrangements or understandings between Mr.
Hessler and any other person pursuant to which he was selected as an officer. Mr. Hessler is not a party to any current or proposed transaction
with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. |
|
Description |
104 |
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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.
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Ispire Technology Inc. |
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|
|
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By: |
/s/ Michael Wang |
|
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Name: |
Michael Wang |
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Title: |
Co-Chief Executive Officer |
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|
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Dated: May 24, 2024 |
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