ISPR · Ispire Technology Inc. · Financials

On February 10, 2025 (the “Closing Date”), Ispire Technology Inc. (the “Company”) entered into a Master Loan and Security Agreement (the “MLSA”) with Avon River Ventures LLC (the “Lender” or “Avon”). Pursuant to the MLSA, the Company issued a secured promissory note (the “Promissory Note”) in the principal amount of up to $20 million and the Lender has agreed to provide, upon satisfaction or waiver by the Lender of the applicable conditions precedent set forth in the MLSA, up to an aggregate of $20 million (the “Loan Amount”) (the “Avon Loan Facility”), to be disbursed in three tranches (each a “Tranche,” and collectively, “Tranches”) as follows: (i) $5 million will be made available in the first tranche (the “First Tranche”); (ii) $5 million to be made available under a second tranche (the “Second Tranche”); and (iii) the remaining $10 million to be made available under a third tranche (the “Third Tranche”). The Company expects to receive disbursements under a given Tranche every fifteen (15) to thirty (30) days.

Issuer evidence: On February 10, 2025 (the “Closing Date”), Ispire Technology Inc. (the “Company”) entered into a Master Loan and Security Agreement (the “MLSA”) with Avon River Ventures LLC (the “Lender” or “Avon”). Pursuant to the MLSA, the Company issued a secured promissory note (the “Promissory Note”) in the principal amount of up to $20 million and the Lender has agreed to provide, upon satisfaction or waiver by the Lender of the applicable conditions precedent set forth in the MLSA, up to an aggregate of $20 million (the “Loan Amount”) (the “Avon Loan Facility”), to be disbursed in three tranches (each a “Tranche,” and collectively, “Tranches”) as follows: (i) $5 million will be made available in the first tranche (the “First Tranche”); (ii) $5 million to be made available under a second tranche (the “Second Tranche”); and (iii) the remaining $10 million to be made available under a third tranche (the “Third Tranche”). The Company expects to receive disbursements under a given Tranche every fifteen (15) to thirty (30) days.

Supporting evidence: The interest rate on the outstanding principal amount of any borrowing under the Avon Loan Facility shall accrue monthly at a fixed per annum rate of fifteen and one-quarter percentage points (15.25%). With respect to each Tranche, the initial three months is an “interest-only period,” where the Company is required to make payments consisting solely of accrued interest and a loan management fee of 0.0475% per month with no obligation to repay the principal. Following the conclusion of such interest-only period for each Tranche, beginning on the fourth (4th) payment date, the Company shall commence making payments of both principal, interest and fees in accordance with the terms of the MLSA.

Supporting evidence: On February 10, 2025 (the “Closing Date”), Ispire Technology Inc. (the “Company”) entered into a Master Loan and Security Agreement (the “MLSA”) with Avon River Ventures LLC (the “Lender” or “Avon”). Pursuant to the MLSA, the Company issued a secured promissory note (the “Promissory Note”) in the principal amount of up to $20 million and the Lender has agreed to provide, upon satisfaction or waiver by the Lender of the applicable conditions precedent set forth in the MLSA, up to an aggregate of $20 million (the “Loan Amount”) (the “Avon Loan Facility”), to be disbursed in three tranches (each a “Tranche,” and collectively, “Tranches”) as follows: (i) $5 million will be made available in the first tranche (the “First Tranche”); (ii) $5 million to be made available under a second tranche (the “Second Tranche”); and (iii) the remaining $10 million to be made available under a third tranche (the “Third Tranche”). The Company expects to receive disbursements under a given Tranche every fifteen (15) to thirty (30) days.