NOTE 1. ORGANIZATION AND PRINCIPAL ACTIVITIES
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\n\nIspire Technology Inc. (the\n\u201cCompany\u201d or \u201cIspire\u201d) was incorporated under the laws of the State of Delaware on June\u00a013, 2022. Through\nits subsidiaries, the Company is engaged in the research and development, design, commercialization, sales, marketing and distribution\nof branded e-cigarettes and cannabis vaping products.
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\n\nIspire owns a 100% equity\ninterest in Ispire International Limited, a business company incorporated under the laws of the British Virgin Islands (\u201cBVI\u201d)\n(\u201cIspire International\u201d) on July\u00a06, 2022.
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\n\nPrior to July 29, 2022, all\nof the equity of Aspire North America LLC, a California limited liability company (\u201cAspire North America\u201d), was owned by Aspire\nGlobal Inc. (\u201cAspire Global\u201d), and all of the equity of Aspire Science and Technology Limited, a Hong Kong corporation (\u201cAspire\nScience\u201d), was owned by Aspire Global Holdings Limited (\u201cAspire Holdings\u201d), a wholly-owned subsidiary of Aspire Global.
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\n\nAspire Global and the Company\nare related parties since the same individual is the chief executive officer of both companies. As of September 30, 2025, the chief executive\nofficer and his wife, being directors of both companies, owned 66.5% and 5.0% of the equity of Aspire Global, respectively. As of September\n30, 2025, they owned 58.0% and 4.4% of the equity of the Company, respectively. On July 29, 2022, Aspire Global transferred 100% of the\nequity interest in Aspire North America to the Company. On the same day, Aspire Holdings transferred 100% of the equity of Aspire Science\nto Ispire International. At the time of transfer of the equity in Aspire North America and Aspire Science, the Company had the same stockholders\nas Aspire Global, and the Company\u2019s stockholders held the same percentage interest in the Company as they had in Aspire Global.\nBecause the transfer of the equity in Aspire North America and Aspire Science is a transfer between related parties, the historical financial\ninformation of the subsidiaries is carried forward as the historical financial information of the Company and the 50,000,000 shares that\nwere issued at or about the time of the Company\u2019s organization are treated as being outstanding on July 1, 2020.
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\n\nIn September 2023, the Company\nestablished a wholly-owned subsidiary, Ispire Malaysia Sdn Bhd (\u201cIspire Malaysia\u201d) under the laws of the Federation of Malaysia,\nin order to establish manufacturing operations in Southeast Asia. Ispire Malaysia was formed by Tuanfang Liu, the Company\u2019s Chairman\nand Co-Chief Executive Officer on August 2, 2023, and assigned to the Company on September 22, 2023, at a consideration of 100 Malaysian\nringgits, equivalent to USD 21.
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\n\nIn July 2024, the Company\nestablished a wholly-owned subsidiary, Aspire AME Electronic Cigarettes Trading LLC (\u201cIspire UAE\u201d) under the laws of the United\nArab Emirates (\u201cUAE\u201d), in order to establish sales and marketing in the UAE.
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\n\nIn October 2024, the Company\nestablished a wholly-owned subsidiary, Magellan Trading LLC (Magellan Trading) incorporated under the laws of the State of California\nto assist in operations and logistics for the Company.
In January 2025, the Company\nestablished a wholly-owned subsidiary, Ispire Products UK LTD (Ispire UK) incorporated under the laws of England and Wales to assist in\nsales and marketing for the Company.
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\n\nIn May 2025, the Company established\na wholly-owned subsidiary, Ispire Holdings LLC (Ispire Holdings) incorporated under the laws of the State of Delaware to assist in administration\nfor the Company.
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\n\nIn June 2025, the Company\nestablished a wholly-owned subsidiary, Ispire Ike Holdings LLC (Ispire Ike Holdings) incorporated under the laws of the State of Delaware\nto assist in administration for the Company.
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\n\nThe following table sets forth\ninformation concerning the Company and its subsidiaries as of September 30, 2025:
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\n\n| Name of Entity | \u00a0 | Date of \nOrganization | \u00a0 | Place of \nOrganization | \u00a0 | % of \nOwnership | \u00a0 | Principal \nActivities |
| Ispire Technology Inc. | \u00a0 | June\u00a013, 2022 | \u00a0 | Delaware | \u00a0 | Parent\u00a0Company | \u00a0 | Holding Company |
| Ispire International | \u00a0 | July\u00a06, 2022 | \u00a0 | BVI | \u00a0 | 100% | \u00a0 | Holding Company |
| Aspire North America | \u00a0 | February\u00a022,\u00a02020 | \u00a0 | California | \u00a0 | 100% | \u00a0 | Research and Development, Sales and Marketing |
| Aspire Science | \u00a0 | December\u00a09, 2016 | \u00a0 | Hong Kong | \u00a0 | 100% | \u00a0 | Sales and Marketing |
| Ispire Malaysia | \u00a0 | August\u00a02, 2023 | \u00a0 | Malaysia | \u00a0 | 100% | \u00a0 | Manufacturing, Sales and Marketing |
| Ispire Global Products LLC | \u00a0 | January 19, 2024 | \u00a0 | Delaware | \u00a0 | 100% | \u00a0 | Sales and Marketing |
| Aspire AME Electronic \nCigarettes Trading LLC | \u00a0 | July 19, 2024 | \u00a0 | UAE | \u00a0 | 100% | \u00a0 | Sales and Marketing |
| Magellan Trading LLC | \u00a0 | October 1, 2024 | \u00a0 | California | \u00a0 | 100% | \u00a0 | Operations and Logistics |
| Ispire Products UK LTD | \u00a0 | January 9, 2025 | \u00a0 | England and Wales | \u00a0 | 100% | \u00a0 | Sales and Marketing |
| Ispire Holdings LLC | \u00a0 | May 20, 2025 | \u00a0 | Delaware | \u00a0 | 100% | \u00a0 | Holding Company |
| Ispire Ike Holdings LLC | \u00a0 | June 10, 2025 | \u00a0 | Delaware | \u00a0 | 100% | \u00a0 | Holding Company |
The following table sets forth\ninformation concerning the Company and its subsidiaries as of September 30, 2025:
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\n\n| Name of Entity | \u00a0 | Date of \nOrganization | \u00a0 | Place of \nOrganization | \u00a0 | % of \nOwnership | \u00a0 | Principal \nActivities |
| Ispire Technology Inc. | \u00a0 | June\u00a013, 2022 | \u00a0 | Delaware | \u00a0 | Parent\u00a0Company | \u00a0 | Holding Company |
| Ispire International | \u00a0 | July\u00a06, 2022 | \u00a0 | BVI | \u00a0 | 100% | \u00a0 | Holding Company |
| Aspire North America | \u00a0 | February\u00a022,\u00a02020 | \u00a0 | California | \u00a0 | 100% | \u00a0 | Research and Development, Sales and Marketing |
| Aspire Science | \u00a0 | December\u00a09, 2016 | \u00a0 | Hong Kong | \u00a0 | 100% | \u00a0 | Sales and Marketing |
| Ispire Malaysia | \u00a0 | August\u00a02, 2023 | \u00a0 | Malaysia | \u00a0 | 100% | \u00a0 | Manufacturing, Sales and Marketing |
| Ispire Global Products LLC | \u00a0 | January 19, 2024 | \u00a0 | Delaware | \u00a0 | 100% | \u00a0 | Sales and Marketing |
| Aspire AME Electronic \nCigarettes Trading LLC | \u00a0 | July 19, 2024 | \u00a0 | UAE | \u00a0 | 100% | \u00a0 | Sales and Marketing |
| Magellan Trading LLC | \u00a0 | October 1, 2024 | \u00a0 | California | \u00a0 | 100% | \u00a0 | Operations and Logistics |
| Ispire Products UK LTD | \u00a0 | January 9, 2025 | \u00a0 | England and Wales | \u00a0 | 100% | \u00a0 | Sales and Marketing |
| Ispire Holdings LLC | \u00a0 | May 20, 2025 | \u00a0 | Delaware | \u00a0 | 100% | \u00a0 | Holding Company |
| Ispire Ike Holdings LLC | \u00a0 | June 10, 2025 | \u00a0 | Delaware | \u00a0 | 100% | \u00a0 | Holding Company |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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\n\nBasis of presentation
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\n\nThe unaudited condensed consolidated financial statements reflect all\nnormal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company\u2019s\nconsolidated financial position as of September 30, 2025 and the results of operations for the three months ended September 30, 2025 and\n2024. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the\nfinancial statements not misleading have been included. All significant intercompany accounts and transactions have been eliminated in\nconsolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles\ngenerally accepted in the United States of America (\u201cU.S. GAAP\u201d) and applicable rules and regulations of the United States\nSecurities and Exchange Commission (\u201cSEC\u201d) and accordingly do not include all of the disclosures normally made in the Company\u2019s\nannual consolidated financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read\nin conjunction with the consolidated financial statements and notes thereto for the fiscal year ended June 30, 2025.
The unaudited condensed consolidated\nbalance sheet as of June 30, 2025 has been derived from the audited consolidated financial statements at such date. The results of operations\nfor the three months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for any\nother interim periods or for the year ending June\u00a030, 2026.\u00a0
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\n\nUse of significant estimates
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\n\nThe preparation of the unaudited\ncondensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect\nthe reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements\nand the reported amounts of revenue and expenses during the reporting period. Significant estimates include allowance for credit losses\nand revenue recognition. Actual results could differ from those estimates.
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\n\nFair value measurement
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\n\nThe Company applies ASC Topic\n820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and expands\nfinancial statement disclosure requirements for fair value measurements.
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\n\nASC Topic 820 defines fair\nvalue as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement\ndate in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
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\n\nASC Topic 820 specifies a\nhierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The\nhierarchy is as follows:
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\n\n| \u00a0 | \n\u25cf | \nLevel 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
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\n\n| \u00a0 | \n\u25cf | \nLevel 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
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\n\n| \u00a0 | \n\u25cf | \nLevel 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the Company\u2019s own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
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\n\nThe carrying value of certain\nof the Company\u2019s financial instruments, including cash, accounts receivable, prepaid expenses and other receivables, accounts payable,\naccounts payable related party, contract liabilities, accrued liabilities and other payables and due to related parties, approximates\ntheir fair value because of their short-term maturity.
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\n\nAllowance for credit losses
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\n\nThe Company adopted Accounting\nStandards Update 2016-13 \u201cFinancial Instruments \u2013 Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments\u201d\non July 1, 2023, under the modified retrospective method of adoption. The Company uses roll rate method or evaluates the aggregation of\nrisk characteristics of a receivable pool to develop credit losses estimate. In establishing the required allowance for doubtful accounts,\nmanagement considers historical collection experience, aging of the receivables, economic environment, and the credit history and financial\nconditions of the customers. Management reviews its receivables on a regular basis to determine if the allowance is adequate and adjusts\nthe allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has\ndetermined that the likelihood of collection is not probable.
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\n\nInventories, net
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\n\nInventories mainly consist\nof finished goods purchased from suppliers. Inventories are stated at the lower of cost or net realizable value. The cost of an inventory\nitem is determined using the weighted average method.
When management determines\nthat certain inventories may not be saleable, or there is an indicator that certain inventory costs may exceed expected market value,\nthe Company will record the difference between the cost and the net realizable value as a write down of inventories. The net realizable\nvalue is determined based on the estimated selling price, in the ordinary course of business, less estimated costs necessary to make the\nsale. The Company records an allowance for slow moving and potentially obsolete inventory based upon recent sales history, the quantity\nof inventory on-hand, and an estimate of expected sellable life of the inventory. The Company periodically reviews inventory to identify\nslow moving inventories and compares the forecast sales with the quantities and expected sellable life of inventory. Any inventories identified\nduring this process are reserved for at rates based upon management\u2019s judgment and historical rates. The quantity thresholds and\nreserve rates are based on management\u2019s judgment and knowledge of current and projected demand. The reserve estimates may, therefore,\nbe revised if there are changes in the overall market for the Company\u2019s products or market changes that in management\u2019s judgment,\nimpact its ability to sell potentially obsolete inventory. As of September 30, 2025 and June 30, 2025, the Company recorded inventory\nreserves of $1,384,027 and $960,570, respectively.
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\n\nIntangible assets, net
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\n\nIntangible assets refer to\ncapitalized external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights.\nThe Company expenses costs associated with maintaining patents subsequent to their issuance in the period incurred. Capitalized patent\ncosts are amortized on a straight-line basis over estimated useful lives of 15 \u2013 20 years, which are based on the length of the\nlicense agreements as the Company expects to receive economic benefits over that time. The Company assesses the potential impairment to\ncapitalized patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be\nrecoverable. $132,534 and $656,422 of patent fees were capitalized during the three months ended September 30, 2025 and 2024. The amortization\nof the intangible assets was $24,454 and $16,283 for the three months ended September 30, 2025 and 2024 respectively. The amortization\nexpenses were included in the general and administrative expenses.
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\n\nRevenue recognition
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\n\nThe Company sells its vaping products to customers and recognizes revenue\nin accordance with the guidance of ASC 606,\u00a0Revenue from Contracts with\u00a0Customers. Many customers are distributors that resell\nthe Company\u2019s products in various geographic regions. The performance obligations are for the Company to transfer the title and\ncontrol of the goods to a customer for a determined price. Each order is considered a separate contract with a single performance obligation.\nRevenue is recognized when control of goods has transferred to customers. For the majority of the Company\u2019s customer arrangements,\ncontrol transfers to customers at a point-in-time when goods have been delivered to the pickup location specified by the customer or a\nforwarder appointed by the customer, as that is generally when legal title, physical possession and risks and rewards of goods transfer\nto the customer.\u00a0
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\n\nRevenue is recognized at the transaction price based on the purchase\norder as adjusted for the anticipated rebates, discounts and other sales incentives. When determining the transaction price, management\nestimates variable consideration applying the portfolio approach practical expedient under ASC 606. The main sources of variable consideration\nfor the Company are sales returns. These sales returns are recorded as a reduction of revenue at the time of the initial sale using the\nmost-likely amount estimation method. The most-likely amount method is based on the single most likely outcome from a range of possible\nconsideration outcomes.
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\n\nThe Company offers different\npayment terms to different customers. For nicotine vaping products, the general payment term is a deposit of 30% of sales amount upon\nplacing order, and the payment of the remaining 70% to be made before shipment. For cannabis vaping products, a tailored payment term\nis designed for each customer, based on the business relationship, order size and other considerations. All contract liabilities at the\nbeginning of the period were recognized as revenues in the reporting period. The Company offers a thirty-day warranty. The warranty is\nan assurance-type warranty, and it offers replacement of products in case the products sold do not function as expected. In certain sales\ncontracts, a right of return is offered. With a right of return, a customer is given the right to return the products if they are not\nsatisfied with the product, and a credit would be given. The Company has a very low rate of return in history and a return reserve is\naccrued\u00a0based on historical return rate and the management\u2019s judgement. The Company has minimal incremental costs of obtaining\na contract and are expensed when incurred. Sales taxes, which are sales and use or other similar taxes collected from the customer and\nremitted to the applicable taxing authority by the Company in accordance with applicable law,\u00a0are excluded from revenue.
Disaggregated Revenue
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\n\nThe Company has taken into\nconsideration the nature, amount, timing, and uncertainty of revenue and cash flows, and has determined to disaggregate its net sales\nby region. The net sales disaggregated by region for the three months ended September 30, 2025 and 2024, were as follows:
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\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Europe | \u00a0 | \n$ | 20,698,644 | \u00a0 | \u00a0 | \n$ | 21,951,373 | \u00a0 |
| North America (the U.S. and Canada) | \u00a0 | \n\u00a0 | 5,469,059 | \u00a0 | \u00a0 | \n\u00a0 | 9,736,888 | \u00a0 |
| Asia Pacific (excluding PRC) | \u00a0 | \n\u00a0 | 2,373,643 | \u00a0 | \u00a0 | \n\u00a0 | 3,875,384 | \u00a0 |
| Others | \u00a0 | \n\u00a0 | 1,809,538 | \u00a0 | \u00a0 | \n\u00a0 | 3,774,668 | \u00a0 |
| Total | \u00a0 | \n\u00a0 | 30,350,884 | \u00a0 | \u00a0 | \n\u00a0 | 39,338,313 | \u00a0 |
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\n\nCost of revenue
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\n\nCost of revenue for the three\nmonths ended September 30, 2025 and 2024 consisted primarily of the cost of purchasing vaping products, freight-in cost and inventory\nimpairment, which were mostly purchased from a related party. See Note 11.
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\n\n\u00a0Stock-based compensation
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\n\nThe Company measures and recognizes\ncompensation expenses for stock-based payment awards, including stock options, restricted stock granted to directors and advisors, and\nrestricted stock units (\u201cRSUs\u201d) granted to employees, based on the grant date fair value of the awards. The Company engages\na third-party valuer to assist in determining the fair value of stock options using the binomial option pricing model, with significant\nassumption of exercise multiple, expected volatility, risk-free interest rate and expected dividend yield. The fair value of RSUs is measured\non the grant date based on the closing market price of the Company\u2019s common stock. The stock-based payment awards typically include\ntime-based vesting conditions, however, certain of the Company\u2019s stock-based payment awards may include performance-based vesting\nconditions.
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\n\nFor stock-based payment awards\nwith time-based vesting conditions, the resulting cost is recognized over the period during which an employee is required to provide service\nin exchange for the awards, usually the vesting period, which is generally four years for stock options and three years for RSUs. Stock-based\ncompensation expense is recognized on a straight-line basis over the period during which services are provided in exchange for the award.\nFor stock-based payment awards with performance-based vesting conditions, the Company will estimate the probability that the performance\ncondition will be met at each reporting date. Stock-based compensation expense is only recognized for stock-based payment awards that\nare probable of vesting. Ultimately, the cumulative stock-based compensation expense recognized by the Company is the grant date fair\nvalue of the awards where the performance conditions have been met and the awards have vested.
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\n\nStock-based compensation expense\nis recorded in the sales and marketing expense and general and administrative expense in the unaudited condensed consolidated statements\nof operations. The Company recognizes forfeitures of stock-based payment awards upon\u00a0occurrence.
Earnings per share
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\n\nThe Company computes earnings\nper share (\u201cEPS\u201d) in accordance with ASC 260, Earnings per Share. ASC 260 requires companies with complex capital structures\nto present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common shares outstanding for the\nperiod. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (for example,\nconvertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date,\nif later. Potentially dilutive shares could dilute basic EPS in the future that were not included in the computation of diluted EPS because\nto do so would have been antidilutive for the three months ended September 30, 2025 and 2024. Potentially dilutive shares were as follows:
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\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of September\u00a030, | \u00a0 | ||
| Dilutive securities: | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Share options | \u00a0 | \n\u00a0 | 1,750,000 | \u00a0 | \u00a0 | \n\u00a0 | 3,165,000 | \u00a0 |
| Unvested restricted stock units | \u00a0 | \n\u00a0 | 602,980 | \u00a0 | \u00a0 | \n\u00a0 | 462,027 | \u00a0 |
| Warrants | \u00a0 | \n\u00a0 | 173,211 | \u00a0 | \u00a0 | \n\u00a0 | 173,211 | \u00a0 |
| Total | \u00a0 | \n\u00a0 | 2,526,191 | \u00a0 | \u00a0 | \n\u00a0 | 3,800,238 | \u00a0 |
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\n\nSegment reporting
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\n\nBased on the criteria established\nby ASC 280, and ASU 2023-07 that Company adopted during the year ended June 30, 2025, the Company\u2019s chief operating decision maker\n(\u201cCODM\u201d) has been identified as its , who reviews the consolidated results when making decisions about\nallocating resources and assessing performance of the Company as a whole and hence, the Company has only\u00a0one\u00a0reportable segment.\nThe Company does not distinguish between markets or segments for the purpose of internal reporting. Therefore, no geographical segments\nare presented. For the three months ended September 30, 2025 and 2024, the reportable segment revenue, segment profit or loss and significant\nsegment expenses are the same as unaudited condensed consolidated comprehensive loss statement.
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\n\nOperating segments are defined\nas components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM, or decision-making\ngroup, in deciding how to allocate resources and in assessing performance. The Company\u2019s CODM is Mr. Tuanfang Liu, the Co-Chief\nExecutive Officer and Chairman, and Mr. Michael Wang, the Co-Chief Executive Officer.
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\n\nThe Company\u2019s organizational\nstructure is based on a number of factors that the CODM uses to evaluate, view and run its business operations which include, but not\nlimited to, customer base, homogeneity of products and technology. The Company\u2019s operating segment is based on such organizational\nstructure and information reviewed by the Company\u2019s CODM to evaluate the operating segment results. The Company has internal reporting\nof revenue, cost and expenses by nature as a whole. Hence, the Company has only\u00a0one\u00a0operating segment.
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\n\nThe accounting policies of\nthe single segment are the same as described in the significant accounting policies. The CODM assesses performance for the single segment\nand decides how to allocate resources based on net loss that also is reported on the unaudited condensed consolidated statements of comprehensive\nloss as consolidated net loss. The measure of the single segment assets is reported on the unaudited condensed consolidated balance sheets\nas total consolidated assets.
The CODM reviews revenues\nand expenses at the consolidated level as disclosed in the Company\u2019s unaudited condensed consolidated statements of comprehensive\nloss and uses net loss to evaluate return on assets and to monitor budget versus actual results and in competitive analysis by benchmarking\nto the Company\u2019s competitors. The competitive analysis and the monitoring of budgeted versus actual results are used in assessing\nthe segment\u2019s performance and in establishing management\u2019s compensation.
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\n\nRecent accounting pronouncements
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\n\nAs an emerging growth company,\nthe Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The\nCompany intends to take advantage of the benefits of this extended transition period for all accounting standards described below, if\napplicable.
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\n\nIn October 2023, the FASB\nissued ASU 2023-06, Disclosure Improvements. The amendments in this update modify the disclosure or presentation requirements of a variety\nof topics in the codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements.\nThe adoption of the amendment will occur on a prospective basis. The amendments in this ASU will be effective for public business entities\non the effective date of the SEC\u2019s removal of the related disclosures from Regulation S-X or Regulation S-K. If the SEC has not\nremoved the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, the amendments will not become effective for\nany entity. The Company is currently evaluating the impacts of the provisions of ASU 2023-06.
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\n\nIn December 2023, the FASB\nissued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about\na reporting entity\u2019s effective tax rate reconciliation as well as additional information on income taxes paid. The guidance is effective\nfor public business entities for annual periods beginning after December 15, 2024, and for private entities for annual periods beginning\nafter December 15, 2025, on a prospective basis. The Company is currently evaluating the impact of adopting this ASU on its consolidated\nfinancial statements.
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\n\nIn November 2024, the FASB\nissued ASU 2024-03, Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), to improve\nthe disclosures about an entity\u2019s expenses. In January 2025, the FASB issued ASU 2025-01 to clarify that all public business entities\nare required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting\nperiods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the Company will be required to disclose in the\nnotes to the financial statements a disaggregation of certain expense categories included within the expense captions on the face of the\nincome statement. The standard can be applied either prospectively or retrospectively. The Company is currently assessing adoption timing\nand the effect that the updated standard will have on our financial statement disclosures.
\n\n\u00a0
\n\nIn July 2025, the FASB issued\nASU 2025-05, Financial Instruments\u2014Credit Losses (Topic 326), to address challenges encountered when applying the guidance in Topic\n326, Financial Instruments\u2014Credit Losses. The amendment provides (1) all entities with a practical expedient and (2) entities other\nthan public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable\nand current contract assets arising from transactions accounted for under ASC 606. The standard is effective for annual reporting periods\nbeginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.\nThe standard can be applied prospectively. The Company is currently assessing adoption timing and the effect that the updated standard\nwill have on our financial statement disclosures.
Concentration and risks
\n\n\u00a0
\n\nRisks and Uncertainties
\n\n\u00a0
\n\nThe Company\u2019s business,\nfinancial condition and results of operations may be negatively impacted by risks related to government regulations, natural disasters,\nextreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company\u2019s operations.
\n\n\u00a0
\n\nE-cigarette regulation
\n\n\u00a0
\n\nRegulation regarding e-cigarettes\nvaries across countries, from no regulation to a total ban. The legal status of e-cigarettes is currently pending in many countries. But\nas e-cigarettes have become more and more popular recently, many countries are considering imposing more stringent law and regulations\nto regulate this market. Changes in existing law and regulations and the imposition of new laws and regulations in countries and regions\nthat our major customers are located in may adversely affect the Company\u2019s business.
\n\n\u00a0
\n\nThe Federal Food, Drug, and\nCosmetic Act requires all Electronic Nicotine Delivery Systems (\u201cENDS\u201d) product manufacturers that market products in the\nUnited States to submit Premarket Tobacco Product Applications (\u201cPMTAs\u201d) to the Food and Drug Administration (\u201cFDA\u201d).\nFor ENDS products that were on the U.S. market on or before August\u00a08, 2016, a PMTA was required to be submitted to the FDA before\nSeptember\u00a09, 2020; for ENDS products that were not on the U.S. market prior to August\u00a08, 2016, and for which a PMTA was not\nfiled before September 9, 2020, a PMTA premarket authorization issued by FDA is required before the subject product may enter the U.S.\nmarket. The Company has submitted a PMTA filing for one ENDS product, and, under apparent FDA policies, FDA will not enforce the premarket\nreview requirements for that product pending review of its PMTA. However, even with submission of the PMTA application, the FDA may reject\nthe Company\u2019s application and may prevent the Company\u2019s ENDS products from being sold in U.S., which will adversely affect\nthe Company\u2019s business.
\n\n\u00a0
\n\nAmendments to the Prevent\nAll Cigarette Trafficking (\u201cPACT\u201d) Act, which became law in 2021, extend the PACT Act to include e-cigarette and all vaping\nproducts, and place significant burdens on sellers of vaping products in the United States which may make it difficult to operate profitably\nin the United States. Because of tighter government regulations, the Company has stopped marketing tobacco vaping products in the United\nStates, as the volume of sales from the one tobacco vaping product which the Company may sell in the United States does not justify the\nmarketing and regulatory costs involved.
\n\n\u00a0
\n\nIn the United States, cannabis\nvaping products are governed by state laws, which vary from state to state. Most states do not permit the adult recreational use of cannabis,\nand no states permit the sale of recreational cannabis products to minors. The Company cannot predict what action states will take or\nthe nature and amount of taxes they may impose. However, to the extent the PACT Act applies to cannabis products that aerosolize liquids,\nit may be more difficult to sell our products in states that permit the sale of cannabis.
\n\n\u00a0
\n\nHowever, cannabis and its\nderivatives containing more than 0.3% delta-9 tetrahydrocannabinol on a dry weight basis remain Schedule I controlled substances under\nU.S. federal law, meaning that federal law generally prohibits their manufacture and distribution. United States federal law also deems\nit unlawful to sell, offer for sale, transport in interstate commerce, import, or export \u201cdrug paraphernalia,\u201d which includes\n\u201cany equipment, product, or material of any kind which is primarily intended or designed for use in manufacturing, compounding,\nconverting, concealing, producing, processing, preparing, injecting, ingesting, inhaling, or otherwise introducing into the human body\na controlled substance\u201d the possession of which federal law prohibits, including Schedule I \u201cmarijuana.\u201d Limited exemptions\nexist, most notably when state or local law authorizes these items\u2019 manufacture, possession, or distribution.
The European Commission issued\nthe Tobacco Products Directive (the \u201cTPD\u201d), which became effective on May\u00a019, 2014, and became applicable in the European\nUnion member states on May\u00a020, 2016. The TPD regulates e-cigarettes on the packaging, labelling and ingredients of the products on\nthe European Union market, the creation of smoke-free environments, tax measures and activities against illegal trade and anti-smoke campaigns.\nMember states of the European Union are required to ensure that advertisements for any tobacco related product are prohibited, and no\npromotion shall be made as to those devices with an intention to promote e-cigarettes. For the e-cigarettes released after May\u00a020,\n2016, TPD requires e-cigarette manufacturers to submit product sales applications to the regulatory market six months in advance, and\nensure their products can meet the TPD requirements before they can be released. The Company has complied with TPD requirement for products\nsold in Europe.
\n\n\u00a0
\n\nThe sale of cannabis vaping\nproducts is illegal in the European Union and the United Kingdom.\u00a0
\n\n\u00a0
\n\nCustomer and Supplier Concentration
\n\n\u00a0\u00a0
\n\n(a) Customers
\n\n\u00a0
\n\nFor the three months ended\nSeptember\u00a030, 2025 and 2024, the Company\u2019s major customers, who accounted for more than 10% of the Company\u2019s consolidated\nrevenue, were as follows:\u00a0
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Major Customers | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| A | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a025 | % | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a021 | % |
| B | \u00a0 | \n\u00a0 | 16 | % | \u00a0 | \n\u00a0 | \u00a0 | |
| C | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | 14 | % |
\u00a0
\n\n| * | Represented less than 10% of consolidated revenue. | \n
\u00a0
\n\n(b)\u00a0Suppliers
\n\n\u00a0
\n\nFor the three months ended\nSeptember 30, 2025 and 2024, the Company\u2019s suppliers, who accounted for more than 10% of the Company\u2019s total purchases, were\nas follows:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Major Suppliers | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| D(1) | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a092 | % | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a096 | % |
\u00a0
\n\n| (1) | Major supplier D is Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company\u2019s co-chief executive officer and principal stockholder. See Note 11. |
\u00a0
\n\nCredit Risk \u00a0
\n\n\u00a0
\n\nFinancial instruments that\npotentially subject the Company to a concentration of credit risk consist of cash and accounts receivable. The Company maintains its cash\nin financial institutions. Accounts at United States financial institutions are insured by the Federal Deposit Insurance Corporation (\u201cFDIC\u201d)\nup to $250,000. Accounts at Malaysian financial institutions are insured by the Perbadanan Insurans Deposit Malaysia (\u201cPIDM\u201d)\nup to RM 250,000. The Hong Kong Deposit Protection Board pays compensation up to a limit of Hong Kong Dollar (\u201cHKD\u201d) 800,000.\nThe Company may carry cash balances at financial institutions in excess of the insured limits. The amount in excess of the deposit insurance\nas of September 30, 2025 and June 30, 2025 was $22,272,111 and $23,939,618. The Company has not experienced losses on these accounts and\nmanagement believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.
As of September 30, 2025 and\nJune 30, 2025, the Company\u2019s customers, whose accounts receivable balances accounted for more than 10% of the Company\u2019s total\naccounts receivable, net, were as follows:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| Customers | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| E | \u00a0 | \n\u00a0 | 16 | % | \u00a0 | \n\u00a0 | 16 | % |
| F | \u00a0 | \n\u00a0 | 15 | % | \u00a0 | \n\u00a0 | 17 | % |
Basis of presentation
The unaudited condensed consolidated financial statements reflect all\nnormal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company\u2019s\nconsolidated financial position as of September 30, 2025 and the results of operations for the three months ended September 30, 2025 and\n2024. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the\nfinancial statements not misleading have been included. All significant intercompany accounts and transactions have been eliminated in\nconsolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles\ngenerally accepted in the United States of America (\u201cU.S. GAAP\u201d) and applicable rules and regulations of the United States\nSecurities and Exchange Commission (\u201cSEC\u201d) and accordingly do not include all of the disclosures normally made in the Company\u2019s\nannual consolidated financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read\nin conjunction with the consolidated financial statements and notes thereto for the fiscal year ended June 30, 2025.
The unaudited condensed consolidated\nbalance sheet as of June 30, 2025 has been derived from the audited consolidated financial statements at such date. The results of operations\nfor the three months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for any\nother interim periods or for the year ending June\u00a030, 2026.\u00a0
"}]},{"name":"rpt:f-310","factDimensions":{"xbrl:concept":"us-gaap:UseOfEstimates","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Use of significant estimates
The preparation of the unaudited\ncondensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect\nthe reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements\nand the reported amounts of revenue and expenses during the reporting period. Significant estimates include allowance for credit losses\nand revenue recognition. Actual results could differ from those estimates.
"}]},{"name":"rpt:f-311","factDimensions":{"xbrl:concept":"us-gaap:FairValueMeasurementPolicyPolicyTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Fair value measurement
The Company applies ASC Topic\n820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and expands\nfinancial statement disclosure requirements for fair value measurements.
ASC Topic 820 defines fair\nvalue as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement\ndate in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
ASC Topic 820 specifies a\nhierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The\nhierarchy is as follows:
| \u00a0 | \n\u25cf | \nLevel 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| \u00a0 | \n\u25cf | \nLevel 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| \u00a0 | \n\u25cf | \nLevel 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the Company\u2019s own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
The carrying value of certain\nof the Company\u2019s financial instruments, including cash, accounts receivable, prepaid expenses and other receivables, accounts payable,\naccounts payable related party, contract liabilities, accrued liabilities and other payables and due to related parties, approximates\ntheir fair value because of their short-term maturity.
"}]},{"name":"rpt:f-312","factDimensions":{"xbrl:concept":"ispr:AllowanceForCreditLossesPolicyTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Allowance for credit losses
The Company adopted Accounting\nStandards Update 2016-13 \u201cFinancial Instruments \u2013 Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments\u201d\non July 1, 2023, under the modified retrospective method of adoption. The Company uses roll rate method or evaluates the aggregation of\nrisk characteristics of a receivable pool to develop credit losses estimate. In establishing the required allowance for doubtful accounts,\nmanagement considers historical collection experience, aging of the receivables, economic environment, and the credit history and financial\nconditions of the customers. Management reviews its receivables on a regular basis to determine if the allowance is adequate and adjusts\nthe allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has\ndetermined that the likelihood of collection is not probable.
"}]},{"name":"rpt:f-313","factDimensions":{"xbrl:concept":"us-gaap:InventoryPolicyTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Inventories, net
Inventories mainly consist\nof finished goods purchased from suppliers. Inventories are stated at the lower of cost or net realizable value. The cost of an inventory\nitem is determined using the weighted average method.
When management determines\nthat certain inventories may not be saleable, or there is an indicator that certain inventory costs may exceed expected market value,\nthe Company will record the difference between the cost and the net realizable value as a write down of inventories. The net realizable\nvalue is determined based on the estimated selling price, in the ordinary course of business, less estimated costs necessary to make the\nsale. The Company records an allowance for slow moving and potentially obsolete inventory based upon recent sales history, the quantity\nof inventory on-hand, and an estimate of expected sellable life of the inventory. The Company periodically reviews inventory to identify\nslow moving inventories and compares the forecast sales with the quantities and expected sellable life of inventory. Any inventories identified\nduring this process are reserved for at rates based upon management\u2019s judgment and historical rates. The quantity thresholds and\nreserve rates are based on management\u2019s judgment and knowledge of current and projected demand. The reserve estimates may, therefore,\nbe revised if there are changes in the overall market for the Company\u2019s products or market changes that in management\u2019s judgment,\nimpact its ability to sell potentially obsolete inventory. As of September 30, 2025 and June 30, 2025, the Company recorded inventory\nreserves of $1,384,027 and $960,570, respectively.
"}]},{"name":"rpt:f-314","factDimensions":{"xbrl:concept":"us-gaap:InventoryValuationReserves","xbrl:period":"2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1384027","decimals":0}]},{"name":"rpt:f-315","factDimensions":{"xbrl:concept":"us-gaap:InventoryValuationReserves","xbrl:period":"2025-07-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"960570","decimals":0}]},{"name":"rpt:f-316","factDimensions":{"xbrl:concept":"us-gaap:IntangibleAssetsFiniteLivedPolicy","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Intangible assets, net
Intangible assets refer to\ncapitalized external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights.\nThe Company expenses costs associated with maintaining patents subsequent to their issuance in the period incurred. Capitalized patent\ncosts are amortized on a straight-line basis over estimated useful lives of 15 \u2013 20 years, which are based on the length of the\nlicense agreements as the Company expects to receive economic benefits over that time. The Company assesses the potential impairment to\ncapitalized patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be\nrecoverable. $132,534 and $656,422 of patent fees were capitalized during the three months ended September 30, 2025 and 2024. The amortization\nof the intangible assets was $24,454 and $16,283 for the three months ended September 30, 2025 and 2024 respectively. The amortization\nexpenses were included in the general and administrative expenses.
"}]},{"name":"rpt:f-317","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetUsefulLife","xbrl:period":"2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"P15Y"}]},{"name":"rpt:f-318","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetUsefulLife","xbrl:period":"2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"P20Y"}]},{"name":"rpt:f-319","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedPatentsGross","xbrl:period":"2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"132534","decimals":0}]},{"name":"rpt:f-320","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedPatentsGross","xbrl:period":"2024-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"656422","decimals":0}]},{"name":"rpt:f-321","factDimensions":{"xbrl:concept":"us-gaap:AmortizationOfIntangibleAssets","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"24454","decimals":0}]},{"name":"rpt:f-322","factDimensions":{"xbrl:concept":"us-gaap:AmortizationOfIntangibleAssets","xbrl:period":"2024-07-01T00:00:00/2024-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"16283","decimals":0}]},{"name":"rpt:f-323","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerPolicyTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Revenue recognition
The Company sells its vaping products to customers and recognizes revenue\nin accordance with the guidance of ASC 606,\u00a0Revenue from Contracts with\u00a0Customers. Many customers are distributors that resell\nthe Company\u2019s products in various geographic regions. The performance obligations are for the Company to transfer the title and\ncontrol of the goods to a customer for a determined price. Each order is considered a separate contract with a single performance obligation.\nRevenue is recognized when control of goods has transferred to customers. For the majority of the Company\u2019s customer arrangements,\ncontrol transfers to customers at a point-in-time when goods have been delivered to the pickup location specified by the customer or a\nforwarder appointed by the customer, as that is generally when legal title, physical possession and risks and rewards of goods transfer\nto the customer.\u00a0
Revenue is recognized at the transaction price based on the purchase\norder as adjusted for the anticipated rebates, discounts and other sales incentives. When determining the transaction price, management\nestimates variable consideration applying the portfolio approach practical expedient under ASC 606. The main sources of variable consideration\nfor the Company are sales returns. These sales returns are recorded as a reduction of revenue at the time of the initial sale using the\nmost-likely amount estimation method. The most-likely amount method is based on the single most likely outcome from a range of possible\nconsideration outcomes.
The Company offers different\npayment terms to different customers. For nicotine vaping products, the general payment term is a deposit of 30% of sales amount upon\nplacing order, and the payment of the remaining 70% to be made before shipment. For cannabis vaping products, a tailored payment term\nis designed for each customer, based on the business relationship, order size and other considerations. All contract liabilities at the\nbeginning of the period were recognized as revenues in the reporting period. The Company offers a thirty-day warranty. The warranty is\nan assurance-type warranty, and it offers replacement of products in case the products sold do not function as expected. In certain sales\ncontracts, a right of return is offered. With a right of return, a customer is given the right to return the products if they are not\nsatisfied with the product, and a credit would be given. The Company has a very low rate of return in history and a return reserve is\naccrued\u00a0based on historical return rate and the management\u2019s judgement. The Company has minimal incremental costs of obtaining\na contract and are expensed when incurred. Sales taxes, which are sales and use or other similar taxes collected from the customer and\nremitted to the applicable taxing authority by the Company in accordance with applicable law,\u00a0are excluded from revenue.
Disaggregated Revenue
The Company has taken into\nconsideration the nature, amount, timing, and uncertainty of revenue and cash flows, and has determined to disaggregate its net sales\nby region. The net sales disaggregated by region for the three months ended September 30, 2025 and 2024, were as follows:
| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Europe | \u00a0 | \n$ | 20,698,644 | \u00a0 | \u00a0 | \n$ | 21,951,373 | \u00a0 |
| North America (the U.S. and Canada) | \u00a0 | \n\u00a0 | 5,469,059 | \u00a0 | \u00a0 | \n\u00a0 | 9,736,888 | \u00a0 |
| Asia Pacific (excluding PRC) | \u00a0 | \n\u00a0 | 2,373,643 | \u00a0 | \u00a0 | \n\u00a0 | 3,875,384 | \u00a0 |
| Others | \u00a0 | \n\u00a0 | 1,809,538 | \u00a0 | \u00a0 | \n\u00a0 | 3,774,668 | \u00a0 |
| Total | \u00a0 | \n\u00a0 | 30,350,884 | \u00a0 | \u00a0 | \n\u00a0 | 39,338,313 | \u00a0 |
| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Europe | \u00a0 | \n$ | 20,698,644 | \u00a0 | \u00a0 | \n$ | 21,951,373 | \u00a0 |
| North America (the U.S. and Canada) | \u00a0 | \n\u00a0 | 5,469,059 | \u00a0 | \u00a0 | \n\u00a0 | 9,736,888 | \u00a0 |
| Asia Pacific (excluding PRC) | \u00a0 | \n\u00a0 | 2,373,643 | \u00a0 | \u00a0 | \n\u00a0 | 3,875,384 | \u00a0 |
| Others | \u00a0 | \n\u00a0 | 1,809,538 | \u00a0 | \u00a0 | \n\u00a0 | 3,774,668 | \u00a0 |
| Total | \u00a0 | \n\u00a0 | 30,350,884 | \u00a0 | \u00a0 | \n\u00a0 | 39,338,313 | \u00a0 |
Cost of revenue
Cost of revenue for the three\nmonths ended September 30, 2025 and 2024 consisted primarily of the cost of purchasing vaping products, freight-in cost and inventory\nimpairment, which were mostly purchased from a related party. See Note 11.
"}]},{"name":"rpt:f-338","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"\u00a0Stock-based compensation
The Company measures and recognizes\ncompensation expenses for stock-based payment awards, including stock options, restricted stock granted to directors and advisors, and\nrestricted stock units (\u201cRSUs\u201d) granted to employees, based on the grant date fair value of the awards. The Company engages\na third-party valuer to assist in determining the fair value of stock options using the binomial option pricing model, with significant\nassumption of exercise multiple, expected volatility, risk-free interest rate and expected dividend yield. The fair value of RSUs is measured\non the grant date based on the closing market price of the Company\u2019s common stock. The stock-based payment awards typically include\ntime-based vesting conditions, however, certain of the Company\u2019s stock-based payment awards may include performance-based vesting\nconditions.
For stock-based payment awards\nwith time-based vesting conditions, the resulting cost is recognized over the period during which an employee is required to provide service\nin exchange for the awards, usually the vesting period, which is generally four years for stock options and three years for RSUs. Stock-based\ncompensation expense is recognized on a straight-line basis over the period during which services are provided in exchange for the award.\nFor stock-based payment awards with performance-based vesting conditions, the Company will estimate the probability that the performance\ncondition will be met at each reporting date. Stock-based compensation expense is only recognized for stock-based payment awards that\nare probable of vesting. Ultimately, the cumulative stock-based compensation expense recognized by the Company is the grant date fair\nvalue of the awards where the performance conditions have been met and the awards have vested.
Stock-based compensation expense\nis recorded in the sales and marketing expense and general and administrative expense in the unaudited condensed consolidated statements\nof operations. The Company recognizes forfeitures of stock-based payment awards upon\u00a0occurrence.
"}]},{"name":"rpt:f-339","factDimensions":{"xbrl:concept":"us-gaap:EarningsPerSharePolicyTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Earnings per share
The Company computes earnings\nper share (\u201cEPS\u201d) in accordance with ASC 260, Earnings per Share. ASC 260 requires companies with complex capital structures\nto present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common shares outstanding for the\nperiod. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (for example,\nconvertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date,\nif later. Potentially dilutive shares could dilute basic EPS in the future that were not included in the computation of diluted EPS because\nto do so would have been antidilutive for the three months ended September 30, 2025 and 2024. Potentially dilutive shares were as follows:
| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of September\u00a030, | \u00a0 | ||
| Dilutive securities: | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Share options | \u00a0 | \n\u00a0 | 1,750,000 | \u00a0 | \u00a0 | \n\u00a0 | 3,165,000 | \u00a0 |
| Unvested restricted stock units | \u00a0 | \n\u00a0 | 602,980 | \u00a0 | \u00a0 | \n\u00a0 | 462,027 | \u00a0 |
| Warrants | \u00a0 | \n\u00a0 | 173,211 | \u00a0 | \u00a0 | \n\u00a0 | 173,211 | \u00a0 |
| Total | \u00a0 | \n\u00a0 | 2,526,191 | \u00a0 | \u00a0 | \n\u00a0 | 3,800,238 | \u00a0 |
| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of September\u00a030, | \u00a0 | ||
| Dilutive securities: | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Share options | \u00a0 | \n\u00a0 | 1,750,000 | \u00a0 | \u00a0 | \n\u00a0 | 3,165,000 | \u00a0 |
| Unvested restricted stock units | \u00a0 | \n\u00a0 | 602,980 | \u00a0 | \u00a0 | \n\u00a0 | 462,027 | \u00a0 |
| Warrants | \u00a0 | \n\u00a0 | 173,211 | \u00a0 | \u00a0 | \n\u00a0 | 173,211 | \u00a0 |
| Total | \u00a0 | \n\u00a0 | 2,526,191 | \u00a0 | \u00a0 | \n\u00a0 | 3,800,238 | \u00a0 |
Segment reporting
Based on the criteria established\nby ASC 280, and ASU 2023-07 that Company adopted during the year ended June 30, 2025, the Company\u2019s chief operating decision maker\n(\u201cCODM\u201d) has been identified as its , who reviews the consolidated results when making decisions about\nallocating resources and assessing performance of the Company as a whole and hence, the Company has only\u00a0one\u00a0reportable segment.\nThe Company does not distinguish between markets or segments for the purpose of internal reporting. Therefore, no geographical segments\nare presented. For the three months ended September 30, 2025 and 2024, the reportable segment revenue, segment profit or loss and significant\nsegment expenses are the same as unaudited condensed consolidated comprehensive loss statement.
Operating segments are defined\nas components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM, or decision-making\ngroup, in deciding how to allocate resources and in assessing performance. The Company\u2019s CODM is Mr. Tuanfang Liu, the Co-Chief\nExecutive Officer and Chairman, and Mr. Michael Wang, the Co-Chief Executive Officer.
The Company\u2019s organizational\nstructure is based on a number of factors that the CODM uses to evaluate, view and run its business operations which include, but not\nlimited to, customer base, homogeneity of products and technology. The Company\u2019s operating segment is based on such organizational\nstructure and information reviewed by the Company\u2019s CODM to evaluate the operating segment results. The Company has internal reporting\nof revenue, cost and expenses by nature as a whole. Hence, the Company has only\u00a0one\u00a0operating segment.
The accounting policies of\nthe single segment are the same as described in the significant accounting policies. The CODM assesses performance for the single segment\nand decides how to allocate resources based on net loss that also is reported on the unaudited condensed consolidated statements of comprehensive\nloss as consolidated net loss. The measure of the single segment assets is reported on the unaudited condensed consolidated balance sheets\nas total consolidated assets.
The CODM reviews revenues\nand expenses at the consolidated level as disclosed in the Company\u2019s unaudited condensed consolidated statements of comprehensive\nloss and uses net loss to evaluate return on assets and to monitor budget versus actual results and in competitive analysis by benchmarking\nto the Company\u2019s competitors. The competitive analysis and the monitoring of budgeted versus actual results are used in assessing\nthe segment\u2019s performance and in establishing management\u2019s compensation.
"}]},{"name":"rpt:f-350","factDimensions":{"xbrl:concept":"us-gaap:SegmentReportingCodmProfitLossMeasureHowUsedDescription","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Based on the criteria established\nby ASC 280, and ASU 2023-07 that Company adopted during the year ended June 30, 2025, the Company\u2019s chief operating decision maker\n(\u201cCODM\u201d) has been identified as its Chief Executive Officer, who reviews the consolidated results when making decisions about\nallocating resources and assessing performance of the Company as a whole and hence, the Company has only\u00a0one\u00a0reportable segment."}]},{"name":"rpt:f-351","factDimensions":{"xbrl:concept":"us-gaap:NumberOfReportableSegments","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"ispr:segment"},"factValues":[{"value":"1","decimals":0}]},{"name":"rpt:f-352","factDimensions":{"xbrl:concept":"us-gaap:NumberOfOperatingSegments","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"ispr:segment"},"factValues":[{"value":"1","decimals":0}]},{"name":"rpt:f-353","factDimensions":{"xbrl:concept":"us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Recent accounting pronouncements
As an emerging growth company,\nthe Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The\nCompany intends to take advantage of the benefits of this extended transition period for all accounting standards described below, if\napplicable.
In October 2023, the FASB\nissued ASU 2023-06, Disclosure Improvements. The amendments in this update modify the disclosure or presentation requirements of a variety\nof topics in the codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements.\nThe adoption of the amendment will occur on a prospective basis. The amendments in this ASU will be effective for public business entities\non the effective date of the SEC\u2019s removal of the related disclosures from Regulation S-X or Regulation S-K. If the SEC has not\nremoved the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, the amendments will not become effective for\nany entity. The Company is currently evaluating the impacts of the provisions of ASU 2023-06.
In December 2023, the FASB\nissued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about\na reporting entity\u2019s effective tax rate reconciliation as well as additional information on income taxes paid. The guidance is effective\nfor public business entities for annual periods beginning after December 15, 2024, and for private entities for annual periods beginning\nafter December 15, 2025, on a prospective basis. The Company is currently evaluating the impact of adopting this ASU on its consolidated\nfinancial statements.
In November 2024, the FASB\nissued ASU 2024-03, Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), to improve\nthe disclosures about an entity\u2019s expenses. In January 2025, the FASB issued ASU 2025-01 to clarify that all public business entities\nare required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting\nperiods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the Company will be required to disclose in the\nnotes to the financial statements a disaggregation of certain expense categories included within the expense captions on the face of the\nincome statement. The standard can be applied either prospectively or retrospectively. The Company is currently assessing adoption timing\nand the effect that the updated standard will have on our financial statement disclosures.
In July 2025, the FASB issued\nASU 2025-05, Financial Instruments\u2014Credit Losses (Topic 326), to address challenges encountered when applying the guidance in Topic\n326, Financial Instruments\u2014Credit Losses. The amendment provides (1) all entities with a practical expedient and (2) entities other\nthan public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable\nand current contract assets arising from transactions accounted for under ASC 606. The standard is effective for annual reporting periods\nbeginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.\nThe standard can be applied prospectively. The Company is currently assessing adoption timing and the effect that the updated standard\nwill have on our financial statement disclosures.
"}]},{"name":"rpt:f-354","factDimensions":{"xbrl:concept":"us-gaap:ConcentrationRiskCreditRisk","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Concentration and risks
Risks and Uncertainties
The Company\u2019s business,\nfinancial condition and results of operations may be negatively impacted by risks related to government regulations, natural disasters,\nextreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company\u2019s operations.
E-cigarette regulation
Regulation regarding e-cigarettes\nvaries across countries, from no regulation to a total ban. The legal status of e-cigarettes is currently pending in many countries. But\nas e-cigarettes have become more and more popular recently, many countries are considering imposing more stringent law and regulations\nto regulate this market. Changes in existing law and regulations and the imposition of new laws and regulations in countries and regions\nthat our major customers are located in may adversely affect the Company\u2019s business.
The Federal Food, Drug, and\nCosmetic Act requires all Electronic Nicotine Delivery Systems (\u201cENDS\u201d) product manufacturers that market products in the\nUnited States to submit Premarket Tobacco Product Applications (\u201cPMTAs\u201d) to the Food and Drug Administration (\u201cFDA\u201d).\nFor ENDS products that were on the U.S. market on or before August\u00a08, 2016, a PMTA was required to be submitted to the FDA before\nSeptember\u00a09, 2020; for ENDS products that were not on the U.S. market prior to August\u00a08, 2016, and for which a PMTA was not\nfiled before September 9, 2020, a PMTA premarket authorization issued by FDA is required before the subject product may enter the U.S.\nmarket. The Company has submitted a PMTA filing for one ENDS product, and, under apparent FDA policies, FDA will not enforce the premarket\nreview requirements for that product pending review of its PMTA. However, even with submission of the PMTA application, the FDA may reject\nthe Company\u2019s application and may prevent the Company\u2019s ENDS products from being sold in U.S., which will adversely affect\nthe Company\u2019s business.
Amendments to the Prevent\nAll Cigarette Trafficking (\u201cPACT\u201d) Act, which became law in 2021, extend the PACT Act to include e-cigarette and all vaping\nproducts, and place significant burdens on sellers of vaping products in the United States which may make it difficult to operate profitably\nin the United States. Because of tighter government regulations, the Company has stopped marketing tobacco vaping products in the United\nStates, as the volume of sales from the one tobacco vaping product which the Company may sell in the United States does not justify the\nmarketing and regulatory costs involved.
In the United States, cannabis\nvaping products are governed by state laws, which vary from state to state. Most states do not permit the adult recreational use of cannabis,\nand no states permit the sale of recreational cannabis products to minors. The Company cannot predict what action states will take or\nthe nature and amount of taxes they may impose. However, to the extent the PACT Act applies to cannabis products that aerosolize liquids,\nit may be more difficult to sell our products in states that permit the sale of cannabis.
However, cannabis and its\nderivatives containing more than 0.3% delta-9 tetrahydrocannabinol on a dry weight basis remain Schedule I controlled substances under\nU.S. federal law, meaning that federal law generally prohibits their manufacture and distribution. United States federal law also deems\nit unlawful to sell, offer for sale, transport in interstate commerce, import, or export \u201cdrug paraphernalia,\u201d which includes\n\u201cany equipment, product, or material of any kind which is primarily intended or designed for use in manufacturing, compounding,\nconverting, concealing, producing, processing, preparing, injecting, ingesting, inhaling, or otherwise introducing into the human body\na controlled substance\u201d the possession of which federal law prohibits, including Schedule I \u201cmarijuana.\u201d Limited exemptions\nexist, most notably when state or local law authorizes these items\u2019 manufacture, possession, or distribution.
The European Commission issued\nthe Tobacco Products Directive (the \u201cTPD\u201d), which became effective on May\u00a019, 2014, and became applicable in the European\nUnion member states on May\u00a020, 2016. The TPD regulates e-cigarettes on the packaging, labelling and ingredients of the products on\nthe European Union market, the creation of smoke-free environments, tax measures and activities against illegal trade and anti-smoke campaigns.\nMember states of the European Union are required to ensure that advertisements for any tobacco related product are prohibited, and no\npromotion shall be made as to those devices with an intention to promote e-cigarettes. For the e-cigarettes released after May\u00a020,\n2016, TPD requires e-cigarette manufacturers to submit product sales applications to the regulatory market six months in advance, and\nensure their products can meet the TPD requirements before they can be released. The Company has complied with TPD requirement for products\nsold in Europe.
The sale of cannabis vaping\nproducts is illegal in the European Union and the United Kingdom.\u00a0
Customer and Supplier Concentration
(a) Customers
For the three months ended\nSeptember\u00a030, 2025 and 2024, the Company\u2019s major customers, who accounted for more than 10% of the Company\u2019s consolidated\nrevenue, were as follows:\u00a0
| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Major Customers | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| A | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a025 | % | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a021 | % |
| B | \u00a0 | \n\u00a0 | 16 | % | \u00a0 | \n\u00a0 | \u00a0 | |
| C | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | 14 | % |
| * | Represented less than 10% of consolidated revenue. | \n
(b)\u00a0Suppliers
For the three months ended\nSeptember 30, 2025 and 2024, the Company\u2019s suppliers, who accounted for more than 10% of the Company\u2019s total purchases, were\nas follows:
| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Major Suppliers | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| D(1) | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a092 | % | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a096 | % |
| (1) | Major supplier D is Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company\u2019s co-chief executive officer and principal stockholder. See Note 11. |
Credit Risk \u00a0
Financial instruments that\npotentially subject the Company to a concentration of credit risk consist of cash and accounts receivable. The Company maintains its cash\nin financial institutions. Accounts at United States financial institutions are insured by the Federal Deposit Insurance Corporation (\u201cFDIC\u201d)\nup to $250,000. Accounts at Malaysian financial institutions are insured by the Perbadanan Insurans Deposit Malaysia (\u201cPIDM\u201d)\nup to RM 250,000. The Hong Kong Deposit Protection Board pays compensation up to a limit of Hong Kong Dollar (\u201cHKD\u201d) 800,000.\nThe Company may carry cash balances at financial institutions in excess of the insured limits. The amount in excess of the deposit insurance\nas of September 30, 2025 and June 30, 2025 was $22,272,111 and $23,939,618. The Company has not experienced losses on these accounts and\nmanagement believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.
As of September 30, 2025 and\nJune 30, 2025, the Company\u2019s customers, whose accounts receivable balances accounted for more than 10% of the Company\u2019s total\naccounts receivable, net, were as follows:
| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| Customers | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| E | \u00a0 | \n\u00a0 | 16 | % | \u00a0 | \n\u00a0 | 16 | % |
| F | \u00a0 | \n\u00a0 | 15 | % | \u00a0 | \n\u00a0 | 17 | % |
For the three months ended\nSeptember\u00a030, 2025 and 2024, the Company\u2019s major customers, who accounted for more than 10% of the Company\u2019s consolidated\nrevenue, were as follows:\u00a0
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Major Customers | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| A | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a025 | % | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a021 | % |
| B | \u00a0 | \n\u00a0 | 16 | % | \u00a0 | \n\u00a0 | \u00a0 | |
| C | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | 14 | % |
\u00a0
\n\n| * | Represented less than 10% of consolidated revenue. | \n
For the three months ended\nSeptember 30, 2025 and 2024, the Company\u2019s suppliers, who accounted for more than 10% of the Company\u2019s total purchases, were\nas follows:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Major Suppliers | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| D(1) | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a092 | % | \u00a0 | \n\u00a0 | \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a096 | % |
\u00a0
\n\n| (1) | Major supplier D is Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company\u2019s co-chief executive officer and principal stockholder. See Note 11. |
As of September 30, 2025 and\nJune 30, 2025, the Company\u2019s customers, whose accounts receivable balances accounted for more than 10% of the Company\u2019s total\naccounts receivable, net, were as follows:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| Customers | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| E | \u00a0 | \n\u00a0 | 16 | % | \u00a0 | \n\u00a0 | 16 | % |
| F | \u00a0 | \n\u00a0 | 15 | % | \u00a0 | \n\u00a0 | 17 | % |
NOTE 3. CASH AND RESTRICTED CASH
\n\n\u00a0
\n\nBelow is a breakdown of the\nCompany\u2019s cash balances in banks as of September\u00a030, 2025 and June\u00a030, 2025, both by geography and by currencies (translated\ninto U.S. dollars):
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| By Geography: | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Cash in HK | \u00a0 | \n$ | 21,961,087 | \u00a0 | \u00a0 | \n$ | 23,336,668 | \u00a0 |
| Cash in U.S. | \u00a0 | \n\u00a0 | 294,365 | \u00a0 | \u00a0 | \n\u00a0 | 824,852 | \u00a0 |
| Cash in Malaysia | \u00a0 | \n\u00a0 | 403,666 | \u00a0 | \u00a0 | \n\u00a0 | 190,245 | \u00a0 |
| Total | \u00a0 | \n$ | 22,659,118 | \u00a0 | \u00a0 | \n$ | 24,351,765 | \u00a0 |
| \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| By Currency: | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| USD | \u00a0 | \n$ | 12,901,425 | \u00a0 | \u00a0 | \n$ | 14,675,591 | \u00a0 |
| RM | \u00a0 | \n\u00a0 | 94,907 | \u00a0 | \u00a0 | \n\u00a0 | 101,743 | \u00a0 |
| HKD | \u00a0 | \n\u00a0 | 161,279 | \u00a0 | \u00a0 | \n\u00a0 | 139,691 | \u00a0 |
| EUR | \u00a0 | \n\u00a0 | 11,090 | \u00a0 | \u00a0 | \n\u00a0 | 11,097 | \u00a0 |
| GBP | \u00a0 | \n\u00a0 | 23,582 | \u00a0 | \u00a0 | \n\u00a0 | 24,091 | \u00a0 |
| RMB | \u00a0 | \n\u00a0 | 9,466,835 | \u00a0 | \u00a0 | \n\u00a0 | 9,399,552 | \u00a0 |
| Total | \u00a0 | \n$ | 22,659,118 | \u00a0 | \u00a0 | \n$ | 24,351,765 | \u00a0 |
\u00a0
\n\n\u201cHKD\u201d refers to\nHong Kong dollars, \u201cGBP\u201d refers to British pounds, \u201cEUR\u201d refers to Euros, \u201cRM\u201d refers to Malaysia\nringgit, and \u201cRMB\u201d refers to Renminbi.
\n\n\u00a0
As of September 30, 2025 and June 30, 2025, there was restricted cash totaling $50,000\u00a0and , respectively, and was included in the U.S. in USD. These amounts are excluded from the cash and restricted cash totals presented in the table above. It represents a collateral account at a bank for standby letter of credit as required by the customs department.\u00a0
"}]},{"name":"rpt:f-376","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"Below is a breakdown of the\nCompany\u2019s cash balances in banks as of September\u00a030, 2025 and June\u00a030, 2025, both by geography and by currencies (translated\ninto U.S. dollars):
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| By Geography: | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Cash in HK | \u00a0 | \n$ | 21,961,087 | \u00a0 | \u00a0 | \n$ | 23,336,668 | \u00a0 |
| Cash in U.S. | \u00a0 | \n\u00a0 | 294,365 | \u00a0 | \u00a0 | \n\u00a0 | 824,852 | \u00a0 |
| Cash in Malaysia | \u00a0 | \n\u00a0 | 403,666 | \u00a0 | \u00a0 | \n\u00a0 | 190,245 | \u00a0 |
| Total | \u00a0 | \n$ | 22,659,118 | \u00a0 | \u00a0 | \n$ | 24,351,765 | \u00a0 |
| \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| By Currency: | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| USD | \u00a0 | \n$ | 12,901,425 | \u00a0 | \u00a0 | \n$ | 14,675,591 | \u00a0 |
| RM | \u00a0 | \n\u00a0 | 94,907 | \u00a0 | \u00a0 | \n\u00a0 | 101,743 | \u00a0 |
| HKD | \u00a0 | \n\u00a0 | 161,279 | \u00a0 | \u00a0 | \n\u00a0 | 139,691 | \u00a0 |
| EUR | \u00a0 | \n\u00a0 | 11,090 | \u00a0 | \u00a0 | \n\u00a0 | 11,097 | \u00a0 |
| GBP | \u00a0 | \n\u00a0 | 23,582 | \u00a0 | \u00a0 | \n\u00a0 | 24,091 | \u00a0 |
| RMB | \u00a0 | \n\u00a0 | 9,466,835 | \u00a0 | \u00a0 | \n\u00a0 | 9,399,552 | \u00a0 |
| Total | \u00a0 | \n$ | 22,659,118 | \u00a0 | \u00a0 | \n$ | 24,351,765 | \u00a0 |
NOTE 4. ACCOUNTS RECEIVABLE, NET
\n\n\u00a0
\n\nAs of September\u00a030, 2025\nand June\u00a030, 2025, accounts receivable consisted of the following:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Accounts receivable \u2013 gross | \u00a0 | \n$ | 61,815,753 | \u00a0 | \u00a0 | \n$ | 65,002,773 | \u00a0 |
| Allowance for credit losses | \u00a0 | \n\u00a0 | (17,292,957 | ) | \u00a0 | \n\u00a0 | (17,971,470 | ) |
| Accounts receivable, net | \u00a0 | \n$ | 44,522,796 | \u00a0 | \u00a0 | \n$ | 47,031,303 | \u00a0 |
\u00a0
\n\nThe\u00a0Company recorded $1,764,252 and $3,102,081 credit loss expenses\nfor the three months ended September\u00a030, 2025 and 2024, respectively. For the three months ended September\u00a030, 2025 and 2024,\nthe Company wrote off accounts receivable against allowance for credit losses of $2,442,765 and $1,608,718,\u00a0respectively. As of September\n30, 2025, there were $6,934,364 accounts receivable \u2013 non current reclassified to accounts receivable as its payment term is within\none year. As of June 30, 2025, there were $7,367,158 accounts receivable reclassified to accounts receivable \u2013 non current due to\npayment term extension arrangements with customers.
Activity in the allowance\nfor credit losses is below:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Balance at July 1 | \u00a0 | \n$ | 17,971,470 | \u00a0 | \u00a0 | \n$ | 5,885,238 | \u00a0 |
| Provision for expected losses | \u00a0 | \n\u00a0 | 1,764,252 | \u00a0 | \u00a0 | \n\u00a0 | 3,102,081 | \u00a0 |
| Write-offs charged against the allowance | \u00a0 | \n\u00a0 | (2,442,765 | ) | \u00a0 | \n\u00a0 | (1,608,718 | ) |
| Balance at September 30 | \u00a0 | \n\u00a0 | 17,292,957 | \u00a0 | \u00a0 | \n\u00a0 | 7,378,601 | \u00a0 |
As of September\u00a030, 2025\nand June\u00a030, 2025, accounts receivable consisted of the following:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Accounts receivable \u2013 gross | \u00a0 | \n$ | 61,815,753 | \u00a0 | \u00a0 | \n$ | 65,002,773 | \u00a0 |
| Allowance for credit losses | \u00a0 | \n\u00a0 | (17,292,957 | ) | \u00a0 | \n\u00a0 | (17,971,470 | ) |
| Accounts receivable, net | \u00a0 | \n$ | 44,522,796 | \u00a0 | \u00a0 | \n$ | 47,031,303 | \u00a0 |
Activity in the allowance\nfor credit losses is below:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Balance at July 1 | \u00a0 | \n$ | 17,971,470 | \u00a0 | \u00a0 | \n$ | 5,885,238 | \u00a0 |
| Provision for expected losses | \u00a0 | \n\u00a0 | 1,764,252 | \u00a0 | \u00a0 | \n\u00a0 | 3,102,081 | \u00a0 |
| Write-offs charged against the allowance | \u00a0 | \n\u00a0 | (2,442,765 | ) | \u00a0 | \n\u00a0 | (1,608,718 | ) |
| Balance at September 30 | \u00a0 | \n\u00a0 | 17,292,957 | \u00a0 | \u00a0 | \n\u00a0 | 7,378,601 | \u00a0 |
NOTE 5. PREPAID EXPENSES AND OTHER CURRENT\nASSETS
\n\n\u00a0
\n\nAs of September\u00a030, 2025\nand June\u00a030, 2025, prepaid expenses and other current assets consisted of the following:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Prepayment for inventory purchases | \u00a0 | \n$ | 720,308 | \u00a0 | \u00a0 | \n$ | 1,133,083 | \u00a0 |
| Other prepayments | \u00a0 | \n\u00a0 | 205,517 | \u00a0 | \u00a0 | \n\u00a0 | 270,545 | \u00a0 |
| Other receivable | \u00a0 | \n\u00a0 | 689,060 | \u00a0 | \u00a0 | \n\u00a0 | 517,080 | \u00a0 |
| Prepaid provisional tax | \u00a0 | \n\u00a0 | 118,773 | \u00a0 | \u00a0 | \n\u00a0 | 323,797 | \u00a0 |
| Total | \u00a0 | \n$ | 1,733,658 | \u00a0 | \u00a0 | \n$ | 2,244,505 | \u00a0 |
As of September\u00a030, 2025\nand June\u00a030, 2025, prepaid expenses and other current assets consisted of the following:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Prepayment for inventory purchases | \u00a0 | \n$ | 720,308 | \u00a0 | \u00a0 | \n$ | 1,133,083 | \u00a0 |
| Other prepayments | \u00a0 | \n\u00a0 | 205,517 | \u00a0 | \u00a0 | \n\u00a0 | 270,545 | \u00a0 |
| Other receivable | \u00a0 | \n\u00a0 | 689,060 | \u00a0 | \u00a0 | \n\u00a0 | 517,080 | \u00a0 |
| Prepaid provisional tax | \u00a0 | \n\u00a0 | 118,773 | \u00a0 | \u00a0 | \n\u00a0 | 323,797 | \u00a0 |
| Total | \u00a0 | \n$ | 1,733,658 | \u00a0 | \u00a0 | \n$ | 2,244,505 | \u00a0 |
NOTE 6. PROPERTY, PLANT AND EQUIPMENT, NET
\n\n\u00a0
\n\nAs of September\u00a030, 2025\nand June\u00a030, 2025, property, plant and equipment consisted of the following:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Leasehold improvements | \u00a0 | \n$ | 817,331 | \u00a0 | \u00a0 | \n$ | 817,327 | \u00a0 |
| Office and other equipment | \u00a0 | \n\u00a0 | 1,648,948 | \u00a0 | \u00a0 | \n\u00a0 | 1,648,733 | \u00a0 |
| Furniture and fixtures | \u00a0 | \n\u00a0 | 881,800 | \u00a0 | \u00a0 | \n\u00a0 | 877,685 | \u00a0 |
| Construction-in-progress | \u00a0 | \n\u00a0 | 898,087 | \u00a0 | \u00a0 | \n\u00a0 | 894,919 | \u00a0 |
| \u00a0 | \u00a0 | \n\u00a0 | 4,246,166 | \u00a0 | \u00a0 | \n\u00a0 | 4,238,664 | \u00a0 |
| Less: accumulated depreciation | \u00a0 | \n\u00a0 | (1,514,820 | ) | \u00a0 | \n\u00a0 | (1,285,864 | ) |
| Total | \u00a0 | \n$ | 2,731,346 | \u00a0 | \u00a0 | \n$ | 2,952,800 | \u00a0 |
\u00a0
\n\nFor the three months ended\nSeptember\u00a030, 2025 and 2024, depreciation expense amounted to $228,956 and $188,524, respectively.
\n\n\u00a0
\n\nConstruction-in-progress refers\nto the office and production plant that are under construction in Malaysia, which are expected to be put into use during fiscal year 2026.
"}]},{"name":"rpt:f-437","factDimensions":{"xbrl:concept":"us-gaap:PropertyPlantAndEquipmentTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"As of September\u00a030, 2025\nand June\u00a030, 2025, property, plant and equipment consisted of the following:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Leasehold improvements | \u00a0 | \n$ | 817,331 | \u00a0 | \u00a0 | \n$ | 817,327 | \u00a0 |
| Office and other equipment | \u00a0 | \n\u00a0 | 1,648,948 | \u00a0 | \u00a0 | \n\u00a0 | 1,648,733 | \u00a0 |
| Furniture and fixtures | \u00a0 | \n\u00a0 | 881,800 | \u00a0 | \u00a0 | \n\u00a0 | 877,685 | \u00a0 |
| Construction-in-progress | \u00a0 | \n\u00a0 | 898,087 | \u00a0 | \u00a0 | \n\u00a0 | 894,919 | \u00a0 |
| \u00a0 | \u00a0 | \n\u00a0 | 4,246,166 | \u00a0 | \u00a0 | \n\u00a0 | 4,238,664 | \u00a0 |
| Less: accumulated depreciation | \u00a0 | \n\u00a0 | (1,514,820 | ) | \u00a0 | \n\u00a0 | (1,285,864 | ) |
| Total | \u00a0 | \n$ | 2,731,346 | \u00a0 | \u00a0 | \n$ | 2,952,800 | \u00a0 |
NOTE 7. EQUITY METHOD INVESTMENT
\n\n\u00a0
\n\nOn April 5, 2024, Aspire North\nAmerica entered into a capital contribution, subscription, and joint venture agreement with several other parties. Pursuant to joint venture\nagreement, the parties created a legal entity, IKE Tech LLC (\u201cIKE\u201d), whose business is licensing, owning, operating and developing\nan industry-standard age-verification solution for vapor (e-cigarette) devices in the U.S. market as the related planned submission of\nPMTA applications that seek FDA marketing orders for cutting-edge technologies across the U.S. e-cigarette market. Ispire contributed\n$1 million to IKE in cash for funding its operating activities and entered into a binding commitment to make an additional capital contribution\nto IKE in the aggregate amount of up to $9 million. In exchange for Ispire\u2019s total investment of $10 million, IKE issued to Ispire\nmembership interests in an aggregate amount initially equal to forty percent (40%) of the membership interests in IKE.
As of September\u00a030, 2025\nand June\u00a030, 2025, the investment in joint venture accounted for under the equity method amounted to $9,316,267 and $9,515,546, respectively.\nAs of September 30, 2025, the Company noticed no indicator of impairment regarding the investment.
\n\n\u00a0
\n\nFor the three months ended\nSeptember\u00a030, 2025 and 2024, the Company\u2019s share of the joint venture\u2019s net loss was $199,279 and $75,973, respectively.\nThe loss was included in \u201cother (expense) income, net\u201d in the unaudited condensed consolidated statements of operations and\ncomprehensive loss.
\n\n\u00a0\u00a0
\n\nThe tables below present\u00a0the\nsummarized financial information, as provided to the Company by the investee, for the unconsolidated company:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Current assets | \u00a0 | \n$ | 19,973,787 | \u00a0 | \u00a0 | \n$ | 20,583,827 | \u00a0 |
| Noncurrent assets | \u00a0 | \n\u00a0 | 2,754,083 | \u00a0 | \u00a0 | \n\u00a0 | 2,568,283 | \u00a0 |
| Current liabilities | \u00a0 | \n\u00a0 | 352,086 | \u00a0 | \u00a0 | \n\u00a0 | 278,128 | \u00a0 |
| Equity | \u00a0 | \n\u00a0 | 22,375,784 | \u00a0 | \u00a0 | \n\u00a0 | 22,873,982 | \u00a0 |
\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Net revenue | \u00a0 | \n$ | \u00a0 | \u00a0 | \n$ | \u00a0 | ||
| Gross profit (loss) | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | ||
| Loss from operations | \u00a0 | \n\u00a0 | 498,198 | \u00a0 | \u00a0 | \n\u00a0 | 189,933 | \u00a0 |
| Net loss | \u00a0 | \n\u00a0 | 498,198 | \u00a0 | \u00a0 | \n\u00a0 | 189,933 | \u00a0 |
The tables below present\u00a0the\nsummarized financial information, as provided to the Company by the investee, for the unconsolidated company:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Current assets | \u00a0 | \n$ | 19,973,787 | \u00a0 | \u00a0 | \n$ | 20,583,827 | \u00a0 |
| Noncurrent assets | \u00a0 | \n\u00a0 | 2,754,083 | \u00a0 | \u00a0 | \n\u00a0 | 2,568,283 | \u00a0 |
| Current liabilities | \u00a0 | \n\u00a0 | 352,086 | \u00a0 | \u00a0 | \n\u00a0 | 278,128 | \u00a0 |
| Equity | \u00a0 | \n\u00a0 | 22,375,784 | \u00a0 | \u00a0 | \n\u00a0 | 22,873,982 | \u00a0 |
\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Net revenue | \u00a0 | \n$ | \u00a0 | \u00a0 | \n$ | \u00a0 | ||
| Gross profit (loss) | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | ||
| Loss from operations | \u00a0 | \n\u00a0 | 498,198 | \u00a0 | \u00a0 | \n\u00a0 | 189,933 | \u00a0 |
| Net loss | \u00a0 | \n\u00a0 | 498,198 | \u00a0 | \u00a0 | \n\u00a0 | 189,933 | \u00a0 |
NOTE 8. CONTRACT LIABILITIES
\n\n\u00a0
\n\nAs of September\u00a030, 2025 and June\u00a030, 2025, the Company had\ntotal contract liabilities of $2,962,299 and $4,861,250, respectively. These liabilities are advance deposits received from customers\nafter an order has been placed. The decrease in the balance at September 30, 2025 was due to less orders on hand on that date. The amount\nof revenue recognized in the three months ended September 30, 2025, that was included in the opening contract liability balance was $2,808,405.
\n\n\u00a0
\n\nChanges in the contract liabilities\nis below:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Balance at July 1 | \u00a0 | \n$ | 4,861,250 | \u00a0 | \u00a0 | \n$ | 2,218,166 | \u00a0 |
| Contract liabilities recognized related to advanced deposits | \u00a0 | \n\u00a0 | 11,059,993 | \u00a0 | \u00a0 | \n\u00a0 | 12,927,906 | \u00a0 |
| Revenue recognized in current period | \u00a0 | \n\u00a0 | (12,958,944 | ) | \u00a0 | \n\u00a0 | (12,900,567 | ) |
| Balance at September 30 | \u00a0 | \n\u00a0 | 2,962,299 | \u00a0 | \u00a0 | \n\u00a0 | 2,245,505 | \u00a0 |
Changes in the contract liabilities\nis below:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree\u00a0Months\u00a0Ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Balance at July 1 | \u00a0 | \n$ | 4,861,250 | \u00a0 | \u00a0 | \n$ | 2,218,166 | \u00a0 |
| Contract liabilities recognized related to advanced deposits | \u00a0 | \n\u00a0 | 11,059,993 | \u00a0 | \u00a0 | \n\u00a0 | 12,927,906 | \u00a0 |
| Revenue recognized in current period | \u00a0 | \n\u00a0 | (12,958,944 | ) | \u00a0 | \n\u00a0 | (12,900,567 | ) |
| Balance at September 30 | \u00a0 | \n\u00a0 | 2,962,299 | \u00a0 | \u00a0 | \n\u00a0 | 2,245,505 | \u00a0 |
NOTE 9. LEASES
\n\n\u00a0
\n\nThe Company has operating\nlease arrangements for office premises in Hong Kong, California and Malaysia. These leases typically have terms of two to five years.
\n\n\u00a0
\n\nLeases with an initial term\nof 12 months or less are not presented as right-of-use assets on the unaudited condensed consolidated balance sheet and are expensed over\nthe lease term. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease\nterm at commencement date.
\n\n\u00a0
\n\nThe balances for the right-of-use\nassets and lease liabilities where the Company is the lessee are presented as follow:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of | \u00a0 | \u00a0 | \nAs of | \u00a0 | ||
| \u00a0 | \u00a0 | \nSeptember\u00a030, 2025 | \u00a0 | \u00a0 | \nJune\u00a030, 2025 | \u00a0 | ||
| Operating lease right-of-use assets | \u00a0 | \n$ | 4,719,751 | \u00a0 | \u00a0 | \n$ | 5,030,005 | \u00a0 |
| \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| Operating lease liabilities \u2013 current | \u00a0 | \n$ | 1,750,411 | \u00a0 | \u00a0 | \n$ | 1,838,815 | \u00a0 |
| Operating lease liabilities \u2013 non-current | \u00a0 | \n\u00a0 | 2,883,856 | \u00a0 | \u00a0 | \n\u00a0 | 3,267,522 | \u00a0 |
| Total | \u00a0 | \n$ | 4,634,267 | \u00a0 | \u00a0 | \n$ | 5,106,337 | \u00a0 |
\u00a0\u00a0
\n\nThe Company had impairment of operating lease right-of-use assets during the three months ended September 30, 2025 and 2024.
\n\n\u00a0\u00a0
\n\nAs of September\u00a030, 2025,\nthe maturities of our lease liabilities (excluding short-term leases) are as follows:\u00a0
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, \n 2025 | \u00a0 | |
| October 1, 2025 to June 30, 2026 | \u00a0 | \n$ | 1,554,875 | \u00a0 |
| July 1, 2026 to June 30, 2027 | \u00a0 | \n\u00a0 | 1,585,914 | \u00a0 |
| July 1, 2027 to June 30, 2028 | \u00a0 | \n\u00a0 | 779,653 | \u00a0 |
| July 1, 2028 to June 30, 2029 | \u00a0 | \n\u00a0 | 698,977 | \u00a0 |
| July 1, 2029 to June 30, 2030 | \u00a0 | \n\u00a0 | 465,985 | \u00a0 |
| Total future lease payments | \u00a0 | \n\u00a0 | 5,085,404 | \u00a0 |
| Less: imputed interest | \u00a0 | \n\u00a0 | (451,137 | ) |
| Total lease liabilities | \u00a0 | \n$ | 4,634,267 | \u00a0 |
\u00a0
\n\nThe Company incurred lease costs, which include the payment of short-term\nleases, of $548,763 and $382,559 on the Company\u2019s unaudited condensed consolidated statements of operations and comprehensive loss\nfor the three months ended September\u00a030, 2025 and 2024, respectively.
\n\n\u00a0
\n\nThe Company made payments of $559,101 and $390,620 under the lease\nagreements during the three months ended September\u00a030, 2025 and 2024, respectively.
\n\n\u00a0
\n\nThe weighted-average remaining\nlease term related to the Company\u2019s lease liabilities as of September\u00a030, 2025 and June\u00a030, 2025 was 3.2 years and 3.4\nyears, respectively.
\n\n\u00a0
The discount rate related to the Company\u2019s lease liabilities\nas of September\u00a030, 2025 and June\u00a030, 2025 was 6.3% and 6.4%, respectively. The discount rates are generally based on estimates\nof the Company\u2019s incremental borrowing rate, as the discount rates implicit in the Company\u2019s leases cannot be readily determined.
"}]},{"name":"rpt:f-490","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseRemainingLeaseTerm","xbrl:period":"2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"P2Y"}]},{"name":"rpt:f-491","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseRemainingLeaseTerm","xbrl:period":"2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"P5Y"}]},{"name":"rpt:f-492","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseTermOfContract","xbrl:period":"2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"P12M"}]},{"name":"rpt:f-493","factDimensions":{"xbrl:concept":"us-gaap:LeaseCostTableTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"The balances for the right-of-use\nassets and lease liabilities where the Company is the lessee are presented as follow:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of | \u00a0 | \u00a0 | \nAs of | \u00a0 | ||
| \u00a0 | \u00a0 | \nSeptember\u00a030, 2025 | \u00a0 | \u00a0 | \nJune\u00a030, 2025 | \u00a0 | ||
| Operating lease right-of-use assets | \u00a0 | \n$ | 4,719,751 | \u00a0 | \u00a0 | \n$ | 5,030,005 | \u00a0 |
| \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 |
| Operating lease liabilities \u2013 current | \u00a0 | \n$ | 1,750,411 | \u00a0 | \u00a0 | \n$ | 1,838,815 | \u00a0 |
| Operating lease liabilities \u2013 non-current | \u00a0 | \n\u00a0 | 2,883,856 | \u00a0 | \u00a0 | \n\u00a0 | 3,267,522 | \u00a0 |
| Total | \u00a0 | \n$ | 4,634,267 | \u00a0 | \u00a0 | \n$ | 5,106,337 | \u00a0 |
As of September\u00a030, 2025,\nthe maturities of our lease liabilities (excluding short-term leases) are as follows:\u00a0
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September 30, \n 2025 | \u00a0 | |
| October 1, 2025 to June 30, 2026 | \u00a0 | \n$ | 1,554,875 | \u00a0 |
| July 1, 2026 to June 30, 2027 | \u00a0 | \n\u00a0 | 1,585,914 | \u00a0 |
| July 1, 2027 to June 30, 2028 | \u00a0 | \n\u00a0 | 779,653 | \u00a0 |
| July 1, 2028 to June 30, 2029 | \u00a0 | \n\u00a0 | 698,977 | \u00a0 |
| July 1, 2029 to June 30, 2030 | \u00a0 | \n\u00a0 | 465,985 | \u00a0 |
| Total future lease payments | \u00a0 | \n\u00a0 | 5,085,404 | \u00a0 |
| Less: imputed interest | \u00a0 | \n\u00a0 | (451,137 | ) |
| Total lease liabilities | \u00a0 | \n$ | 4,634,267 | \u00a0 |
NOTE 10. ACCRUED LIABILITIES AND OTHER PAYABLES
\n\n\u00a0
\n\nAs of September\u00a030, 2025\nand June\u00a030, 2025, accrued liabilities and other payables consisted of the following:\u00a0
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September\u00a030, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Joint venture investment payable | \u00a0 | \n$ | 5,841,174 | \u00a0 | \u00a0 | \n$ | 5,841,174 | \u00a0 |
| Other payables | \u00a0 | \n\u00a0 | 308,453 | \u00a0 | \u00a0 | \n\u00a0 | 502,669 | \u00a0 |
| Accrued salaries and related benefits | \u00a0 | \n\u00a0 | 71,241 | \u00a0 | \u00a0 | \n\u00a0 | 372,294 | \u00a0 |
| Accrued expenses | \u00a0 | \n\u00a0 | 938,290 | \u00a0 | \u00a0 | \n\u00a0 | 1,180,982 | \u00a0 |
| Reserve for product returns | \u00a0 | \n\u00a0 | 370,282 | \u00a0 | \u00a0 | \n\u00a0 | 201,922 | \u00a0 |
| Common stock repurchase payable | \u00a0 | \n\u00a0 | 45,001 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | |
| Other tax payable | \u00a0 | \n\u00a0 | 950 | \u00a0 | \u00a0 | \n\u00a0 | 950 | \u00a0 |
| Total | \u00a0 | \n$ | 7,575,391 | \u00a0 | \u00a0 | \n$ | 8,099,991 | \u00a0 |
\u00a0
\n\nJoint venture investment payable\nrefers to payable to IKE, which is a related party, please see Note 7 and Note 11 for details.
"}]},{"name":"rpt:f-520","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"As of September\u00a030, 2025\nand June\u00a030, 2025, accrued liabilities and other payables consisted of the following:\u00a0
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nAs of September\u00a030, | \u00a0 | \u00a0 | \nAs of June\u00a030, | \u00a0 | ||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2025 | \u00a0 | ||
| Joint venture investment payable | \u00a0 | \n$ | 5,841,174 | \u00a0 | \u00a0 | \n$ | 5,841,174 | \u00a0 |
| Other payables | \u00a0 | \n\u00a0 | 308,453 | \u00a0 | \u00a0 | \n\u00a0 | 502,669 | \u00a0 |
| Accrued salaries and related benefits | \u00a0 | \n\u00a0 | 71,241 | \u00a0 | \u00a0 | \n\u00a0 | 372,294 | \u00a0 |
| Accrued expenses | \u00a0 | \n\u00a0 | 938,290 | \u00a0 | \u00a0 | \n\u00a0 | 1,180,982 | \u00a0 |
| Reserve for product returns | \u00a0 | \n\u00a0 | 370,282 | \u00a0 | \u00a0 | \n\u00a0 | 201,922 | \u00a0 |
| Common stock repurchase payable | \u00a0 | \n\u00a0 | 45,001 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | |
| Other tax payable | \u00a0 | \n\u00a0 | 950 | \u00a0 | \u00a0 | \n\u00a0 | 950 | \u00a0 |
| Total | \u00a0 | \n$ | 7,575,391 | \u00a0 | \u00a0 | \n$ | 8,099,991 | \u00a0 |
NOTE 11. RELATED PARTY TRANSACTIONS\u00a0
\n\n\u00a0
\n\n| a) | The table below sets forth the major related parties and their relationships with the Company: |
\u00a0
\n\n| Name of related parties and Relationship with the Company |
| - Tuanfang Liu is the Co-Chief Executive Officer and Chairman of the Company. |
| - Jiangyan Zhu is the wife of Tuanfang Liu and a director of the Company. |
| - Eigate (Hong Kong) Technology Co., Limited (\u201cEigate\u201d) is a wholly-owned and controlled by the Company\u2019s Chairman. |
| - Aspire Global is a company controlled by the Chairman of the Company. |
| - Aspire International Hong Kong Limited is a wholly-owned subsidiary of Aspire Global. |
| - Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company\u2019s Chairman and 5% by the Chairman\u2019s cousin. |
| - IKE Tech LLC, a joint venture that the Company has 40% membership interests. |
\u00a0
\n\n| b) | Tuanfang\nLiu is also Aspire Global\u2019s chief executive officer and a director of both the Company and Aspire Global, and his wife, Jiangyan\nZhu, is also a director of both companies. As of September\u00a030, 2025, Mr. Liu and Ms. Zhu beneficially own 66.5% and 5.0%, respectively,\nof the outstanding shares of Aspire Global. As of September 30, 2025,\u00a0Mr. Liu and Ms. Zhu beneficially own 58.0% and 4.4%, respectively,\nof the outstanding shares of the Company. |
\u00a0
\n\n| c) | For the three months ended September\u00a030, 2025 and 2024, the majority of the Company\u2019s tobacco and cannabis vaping products were purchased from Shenzhen Yi Jia. As of September 30, 2025 and June 30, 2025, the accounts payable \u2013 related party was $47,442,029 and $52,420,256, respectively, which was payable to Shenzhen Yi Jia. There are no fixed payment terms regarding these balances and they are classified as current liabilities. For the three months ended September\u00a030, 2025 and 2024, the purchases from Shenzhen Yi Jia were $22,901,368 and $30,583,105, respectively. |
\u00a0
\n\n| d) | The balances due to a related party at September\u00a030, 2025 and June\u00a030, 2025 represent amounts due to Shenzhen Yi Jia of $29,000,000 and $25,000,000, respectively. These balances were reclassified from accounts payable \u2013 related party as Shenzhen Yi Jia agreed not to seek repayment of this balance for twelve months starting from November 1, 2025. The balances are non-interest bearing and unsecured. |
| e) | As of September\u00a030, 2025 and June\u00a030, 2025, the Company had\ntotal accounts receivable of $56,995\u00a0and\u00a0$75,147\u00a0due from IKE. For the three months ended September\u00a030, 2025 and 2024,\u00a0the\nCompany recorded\u00a0$10,132 and\u00a0$0\u00a0in other income from IKE from charging administrative fees. |
| Name of related parties and Relationship with the Company |
| - Tuanfang Liu is the Co-Chief Executive Officer and Chairman of the Company. |
| - Jiangyan Zhu is the wife of Tuanfang Liu and a director of the Company. |
| - Eigate (Hong Kong) Technology Co., Limited (\u201cEigate\u201d) is a wholly-owned and controlled by the Company\u2019s Chairman. |
| - Aspire Global is a company controlled by the Chairman of the Company. |
| - Aspire International Hong Kong Limited is a wholly-owned subsidiary of Aspire Global. |
| - Shenzhen Yi Jia, a Chinese company that is 95% owned by the Company\u2019s Chairman and 5% by the Chairman\u2019s cousin. |
| - IKE Tech LLC, a joint venture that the Company has 40% membership interests. |
NOTE 12. INCOME TAXES\u00a0
\n\n\u00a0
\n\nFor the three months ended\nSeptember 30, 2025 and 2024 loss before income taxes consists of:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree months ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| HK | \u00a0 | \n$ | 2,990,453 | \u00a0 | \u00a0 | \n$ | 2,931,192 | \u00a0 |
| U.S. | \u00a0 | \n\u00a0 | (5,065,563 | ) | \u00a0 | \n\u00a0 | (7,776,892 | ) |
| Malaysia | \u00a0 | \n\u00a0 | (697,684 | ) | \u00a0 | \n\u00a0 | (292,563 | ) |
| Total | \u00a0 | \n$ | (2,772,794 | ) | \u00a0 | \n$ | (5,138,263 | ) |
\u00a0
\n\nIncome\ntaxes recorded for the three months ended\u00a0September 30, 2025 and 2024, were estimated\nusing the discrete method. Income taxes are based on the Company\u2019s financial results through the end of the period, as well as the\nrelated change in the valuation allowance on deferred tax assets. The Company is unable to estimate the annual effective tax rate with\nsufficient precision for purposes of the effective tax rate method, which requires the Company to consider a projection of full-year income\nand the expected change in the valuation allowance. The estimated annual effective tax rate method was not reliable due to its sensitivity\nto small changes to forecasted annual pre-tax earnings and the effect of the valuation allowance, which create results with significant\nvariations in the customary relationship between income tax expense and pre-tax income for the interim periods. As a result, the Company\ndetermined that using the discrete method is more appropriate than using the annual effective tax rate method.
\n\n\u00a0
\n\nThe Company\u2019s effective\ntax rate from operations was (17.53%) and (8.89%) for the three months ended September 30, 2025 and 2024, respectively. The Company\u2019s\neffective tax rate differs from the federal statutory rate of 21% in each period primarily due to the Company\u2019s net loss position,\nnondeductible expenses, and valuation allowance.
\n\n\u00a0
\n\nIncome tax expense of $486,069\nand $456,753 was from income generated during the three months ended September 30, 2025 and 2024, respectively. All income tax expenses\narose solely from Hong Kong operation.
"}]},{"name":"rpt:f-560","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"For the three months ended\nSeptember 30, 2025 and 2024 loss before income taxes consists of:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree months ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| HK | \u00a0 | \n$ | 2,990,453 | \u00a0 | \u00a0 | \n$ | 2,931,192 | \u00a0 |
| U.S. | \u00a0 | \n\u00a0 | (5,065,563 | ) | \u00a0 | \n\u00a0 | (7,776,892 | ) |
| Malaysia | \u00a0 | \n\u00a0 | (697,684 | ) | \u00a0 | \n\u00a0 | (292,563 | ) |
| Total | \u00a0 | \n$ | (2,772,794 | ) | \u00a0 | \n$ | (5,138,263 | ) |
NOTE 13. STOCK-BASED COMPENSATION\u00a0
\n\n\u00a0
\n\nIn October 2022, the board\nof directors and stockholders of the Company approved the 2022 Equity Incentive Plan (as amended, the \u201cPlan\u201d) pursuant to\nwhich up to 15,000,000 shares of common stock may be issued pursuant to options, restricted stock or RSUs grants. The Plan is administered\nby the Compensation Committee of the Board of Directors. Awards under the Plan may be granted to officers, directors, employees and those\nconsultants who qualify as a consultant or advisor under the instructions to the Company\u2019s Form S-8 (File No. 333-273458) initially\nfiled with U.S. Securities and Exchange Commission on July 26, 2023, and amended on November 15, 2024. The Compensation Committee has\nbroad discretion in making awards, provided that any options shall be exercisable at the fair market value on the date of grant.
\n\n\u00a0
\n\nRestricted stock
\n\n\u00a0
\n\nDuring the three months ended September 30, 2025 and 2024, 84,140 and\n20,405 shares of common stock were issued to the Company\u2019s board of directors and service providers in settlement of restricted\nstock granted under the Plan, respectively. Restricted stock granted to directors were fully vested as of September 30, 2025. The Company\nrecognized stock-based compensation expense totaling $240,984 and $157,611 during the three months ended September 30, 2025 and 2024,\nwhich were related to the restricted stock issued to the Company\u2019s board of directors and a service provider, based on the grant\ndate fair value of the awards. There are no unrecognized compensation expenses related to the restricted stock awards granted to one service\nprovider as of September 30, 2025.
In June 2024, the Company entered into consulting agreements with two consultants which provide for the issuance of up to 150,000 shares\nof common stock to each consultant (a total of 300,000 shares of common stock). Under the terms of the consulting agreements, (a) 25,000\nshares of common stock vested upon execution of the consulting agreements (a total of 50,000 shares of common stock), (b) 100,000 shares\nof common stock will vest upon the attainment of five separate sales-based targets, in 20,000 share increments (a total of 200,000 shares\nof common stock), and (c) 25,000 shares of common stock will vest on October 1, 2027, if the consulting agreements have not been terminated\n(a total of 50,000 shares of common stock). For the three months ended September 30,2025 and 2024, the Company has not issued or vested\nany common stock related to this consulting agreement with performance-based conditions.
\n\n\u00a0
\n\nIn July 2024, the Company\nentered into consulting agreements with two consultants, which provide for the issuance of up to 140,000 shares of common stock to each\nconsultant (a total of 280,000 shares of common stock). Under the terms of the consulting agreements, these 140,000 shares of common stock\nwill vest upon the attainment of six separate sales-based targets, in 20,000 share increments, if the consulting agreements have not been\nterminated.
\n\n\u00a0
\n\nIn July 2024, the Company entered into consulting agreements with two\nconsultants, which provide for the issuance of up to 400,000 shares of common stock to each consultant (a total of 800,000 shares of common\nstock). Under the terms of the consulting agreements, (a) 75,000 shares of common stock vested upon execution of the consulting agreements\n(a total of 150,000 shares of common stock issued during the three months ended September 30, 2024), (b) 300,000 shares of common stock\nwill vest upon the attainment of three separate sales-based targets, in 100,000 share increments (a total of 300,000 shares of common\nstock), and (c) 25,000 shares of common stock will vest upon the attainment of one separate sales-based target, if the consulting agreements\nhave not been terminated. These consultant agreements were subsequently cancelled by June 30, 2025. Upon cancellation, 150,000 shares\nfrom the consultant agreements had been vested and issued, and there were 650,000 unissued and unvested shares being cancelled. For the\nthree months ended September 30, 2024, 150,000 shares of common stock were issued and vested. For the three months ended September 30,2025,\nthe Company has not issued or vested any common stock related to this consulting agreement with performance-based conditions.
\n\n\u00a0
\n\nThe shares of common\nstock from above consulting agreements that vest upon the attainment of the sales-based targets include performance-based vesting\nconditions, which the Company has determined were not probable of being achieved at September 30, 2025. As such, the Company has not\nrecognized any compensation expense as of September 30, 2025, related to the restricted common stock with performance-based vesting\nconditions. For the three months ended September 30, 2025 and 2024, the stock-based compensation expense related to the\nperformance-based restricted common stock was $0 and $961,500, respectively.
\n\n\u00a0
\n\nStock Options
\n\n\u00a0
\n\nDuring the three months ended\nSeptember 30, 2025, there were 490,000 stock options granted, and these options shall vest over three years with the initial 1/3 of the\nawarded options vesting on the one-year anniversary of the grant date, with the remaining 2/3 of the award vesting monthly on a 1/24th\npro-rata basis for the following 24 months thereafter for each employee. During the three months ended September 30, 2024, there were\n245,000 stock options granted, and these options shall vest over four years with the initial 25% of the awarded options vesting on the\none-year anniversary of the grant date, with the remaining 75% of the award vesting monthly on a 1/36th pro-rata basis for\nthe following 36 months thereafter for each employee.\u00a0
\n\n\u00a0
\n\nAccording to the Plan, vested stock options that are not exercised\nwithin three months after termination of employment will be forfeited. During the three months ended September 30, 2025 and 2024, there\nwere 140,000 and 335,000 stock options being forfeited.
\n\u00a0
\n\nThe following is a summary\nof stock option activity transactions as of and for the three months ended September 30, 2025 and 2024:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | Number Of\u00a0options | \u00a0 | \u00a0 | Weighted average exercise price | \u00a0 | \u00a0 | Weighted average fair value per option | \u00a0 | \u00a0 | Weighted average remaining contractual life in years | \u00a0 | ||||
| Outstanding at June 30, 2025 | \u00a0 | \u00a0 | 1,438,125 | \u00a0 | \u00a0 | $ | 8.15 | \u00a0 | \u00a0 | $ | 4.61 | \u00a0 | \u00a0 | \u00a0 | 8.0 | \u00a0 |
| Granted | \u00a0 | \u00a0 | 490,000 | \u00a0 | \u00a0 | $ | 2.70 | \u00a0 | \u00a0 | $ | 1.62 | \u00a0 | \u00a0 | \u00a0 | 9.8 | \u00a0 |
| Exercised | \u00a0 | \u00a0 | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| Expired | \u00a0 | \u00a0 | (38,125 | ) | \u00a0 | $ | 8.00 | \u00a0 | \u00a0 | $ | 4.54 | \u00a0 | \u00a0 | \u00a0 | 8.2 | \u00a0 |
| Forfeiture | \u00a0 | \u00a0 | (140,000 | ) | \u00a0 | $ | 6.75 | \u00a0 | \u00a0 | $ | 4.11 | \u00a0 | \u00a0 | \u00a0 | 9.0 | \u00a0 |
| Outstanding at September 30, 2025 | \u00a0 | \u00a0 | 1,750,000 | \u00a0 | \u00a0 | $ | 6.69 | \u00a0 | \u00a0 | $ | 3.78 | \u00a0 | \u00a0 | \u00a0 | 8.4 | \u00a0 |
| Exercisable at September 30, 2025 | \u00a0 | \u00a0 | 585,833 | \u00a0 | \u00a0 | $ | 8.67 | \u00a0 | \u00a0 | $ | 4.70 | \u00a0 | \u00a0 | \u00a0 | 7.1 | \u00a0 |
| \u00a0 | \u00a0 | Number Of\u00a0 options | \u00a0 | \u00a0 | Weighted average exercise price | \u00a0 | \u00a0 | Weighted average fair value per option | \u00a0 | \u00a0 | Weighted average remaining contractual life in years | \u00a0 | ||||
| Outstanding at June 30, 2024 | \u00a0 | \u00a0 | 3,255,000 | \u00a0 | \u00a0 | $ | 9.10 | \u00a0 | \u00a0 | $ | 5.13 | \u00a0 | \u00a0 | \u00a0 | 9.1 | \u00a0 |
| Granted | \u00a0 | \u00a0 | 245,000 | \u00a0 | \u00a0 | $ | 7.65 | \u00a0 | \u00a0 | $ | 4.66 | \u00a0 | \u00a0 | \u00a0 | 9.8 | \u00a0 |
| Exercised | \u00a0 | \u00a0 | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| Expired | \u00a0 | \u00a0 | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| Forfeiture | \u00a0 | \u00a0 | (335,000 | ) | \u00a0 | $ | 9.84 | \u00a0 | \u00a0 | $ | 5.59 | \u00a0 | \u00a0 | \u00a0 | 9.0 | \u00a0 |
| Outstanding at September 30, 2024 | \u00a0 | \u00a0 | 3,165,000 | \u00a0 | \u00a0 | $ | 8.91 | \u00a0 | \u00a0 | $ | 5.04 | \u00a0 | \u00a0 | \u00a0 | 8.9 | \u00a0 |
| Exercisable at September 30, 2024 | \u00a0 | \u00a0 | 627,500 | \u00a0 | \u00a0 | $ | 9.41 | \u00a0 | \u00a0 | $ | 5.07 | \u00a0 | \u00a0 | \u00a0 | 7.6 | \u00a0 |
\u00a0
\n\nThe aggregate intrinsic value\nof options outstanding with an exercise price less than the closing price of the Company\u2019s common stock as of September\u00a030,\n2025 was $0. Aggregate intrinsic value represents the value of the Company\u2019s closing stock price on the last trading day of the\nperiod in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable.
\n\n\u00a0
\n\nTotal expense of options vested\nfor the three months ended September 30, 2025 and 2024, was $260,648 and $567,601, respectively. The options granted during the three\nmonths ended September 30, 2025 were valued using the binomial option pricing model based on the following range of assumptions:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | Three months ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | 2025 | \u00a0 | \u00a0 | 2024 | \u00a0 | ||
| Exercise multiple | \u00a0 | \u00a0 | 2.8 | \u00a0 | \u00a0 | \u00a0 | 2.8 | \u00a0 |
| Expected volatility | \u00a0 | \u00a0 | 60 | % | \u00a0 | \u00a0 | 60 | % |
| Risk-free interest rate | \u00a0 | \u00a0 | 4.380 | % | \u00a0 | \u00a0 | 3.650%\u202f- 4.280 | % |
| Expected dividend yield | \u00a0 | \u00a0 | 0 | % | \u00a0 | \u00a0 | 0 | % |
\u00a0
\n\nRSUs
\n\n\u00a0
\n\nRSUs granted to employees\nvest cumulatively as to one-third of the restricted stock units on each of the first three anniversaries of the date of grant based on\ncontinues service. Each vested RSU entitles holder to receive one share of common stock upon exercise. RSUs are accounted for as equity\nusing the fair value method, which requires measurement and recognition of compensation expense for all awards granted to employees, directors\nand consultants based upon the grant-date fair value.
| \u00a0 | \u00a0 | \nShares | \u00a0 | \u00a0 | \nWeighted average grant date fair value | \u00a0 | ||
| Unvested, June 30, 2025 | \u00a0 | \n\u00a0 | 404,970 | \u00a0 | \u00a0 | \n$ | 6.35 | \u00a0 |
| Granted | \u00a0 | \n\u00a0 | 210,000 | \u00a0 | \u00a0 | \n\u00a0 | 2.70 | \u00a0 |
| Vested | \u00a0 | \n\u00a0 | (11,990 | ) | \u00a0 | \n\u00a0 | 9.76 | \u00a0 |
| Canceled and forfeited | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | ||
| Unvested, September 30, 2025 | \u00a0 | \n\u00a0 | 602,980 | \u00a0 | \u00a0 | \n$ | 5.01 | \u00a0 |
\u00a0
\n\n| \u00a0 | \u00a0 | \nShares | \u00a0 | \u00a0 | \nWeighted average grant date fair value | \u00a0 | ||
| Unvested, June 30, 2024 | \u00a0 | \n\u00a0 | 483,606 | \u00a0 | \u00a0 | \n$ | 9.76 | \u00a0 |
| Granted | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | ||
| Vested | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | ||
| Canceled and forfeited | \u00a0 | \n\u00a0 | (21,579 | ) | \u00a0 | \n\u00a0 | 9.76 | \u00a0 |
| Unvested, September 30, 2024 | \u00a0 | \n\u00a0 | 462,027 | \u00a0 | \u00a0 | \n$ | 9.76 | \u00a0 |
\u00a0
\n\nTotal expense for the RSUs\nduring the three months ended September 30, 2025 and 2024 was $436,516 and $320,876, respectively. During the three months ended September\n30, 2025 and 2024, there were 11,990 and 0 shares issued as a result of employees exercising vested RSUs granted to them.
\n\n\u00a0
\n\nThe following table summarizes\nthe allocation of stock-based compensation in the accompanying unaudited condensed consolidated statements of operations and comprehensive\nloss:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree months ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| General and administrative expenses | \u00a0 | \n$ | 816,925 | \u00a0 | \u00a0 | \n$ | 958,393 | \u00a0 |
| Sales and marketing expenses | \u00a0 | \n\u00a0 | 121,223 | \u00a0 | \u00a0 | \n\u00a0 | 1,049,195 | \u00a0 |
| Total | \u00a0 | \n$ | 938,148 | \u00a0 | \u00a0 | \n$ | 2,007,588 | \u00a0 |
\u00a0
\n\nAs of September 30, 2025,\nthe Company had approximately $5,591,163 in unrecognized compensation expenses related to all non-vested options and RSUs that will be\nrecognized over the weighted-average period of 2.01 years.
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2024-06-30T00:00:00/2024-07-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"50000","decimals":0}]},{"name":"rpt:f-589","factDimensions":{"xbrl:concept":"us-gaap:StockIssuedDuringPeriodSharesIssuedForServices","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember","us-gaap:TypeOfArrangementAxis":"ispr:ConsultingAgreementsMember"},"factValues":[{"value":"140000","decimals":0}]},{"name":"rpt:f-590","factDimensions":{"xbrl:concept":"us-gaap:StockIssuedDuringPeriodSharesIssuedForServices","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:RelatedPartyTransactionsByRelatedPartyAxis":"ispr:ConsultantMember","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember"},"factValues":[{"value":"280000","decimals":0}]},{"name":"rpt:f-591","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:SubsidiarySaleOfStockAxis":"ispr:SalesBasedTargetsMember"},"factValues":[{"value":"140000","decimals":0}]},{"name":"rpt:f-592","factDimensions":{"xbrl:concept":"us-gaap:StockIssuedDuringPeriodSharesPeriodIncreaseDecrease","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"20000","decimals":0}]},{"name":"rpt:f-593","factDimensions":{"xbrl:concept":"us-gaap:StockIssuedDuringPeriodSharesIssuedForServices","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:TypeOfArrangementAxis":"ispr:ConsultingAgreementsMember"},"factValues":[{"value":"400000","decimals":0}]},{"name":"rpt:f-594","factDimensions":{"xbrl:concept":"us-gaap:StockIssuedDuringPeriodSharesIssuedForServices","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember"},"factValues":[{"value":"800000","decimals":0}]},{"name":"rpt:f-595","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:TypeOfArrangementAxis":"ispr:ConsultingAgreementsMember"},"factValues":[{"value":"75000","decimals":0}]},{"name":"rpt:f-596","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares","xbrl:period":"2024-07-01T00:00:00/2024-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember","us-gaap:TypeOfArrangementAxis":"ispr:ConsultingAgreementsMember"},"factValues":[{"value":"150000","decimals":0}]},{"name":"rpt:f-597","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember","us-gaap:SubsidiarySaleOfStockAxis":"ispr:ThreeSeparateSalesBasedTargetsMember"},"factValues":[{"value":"300000","decimals":0}]},{"name":"rpt:f-598","factDimensions":{"xbrl:concept":"us-gaap:StockIssuedDuringPeriodSharesPeriodIncreaseDecrease","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:TypeOfArrangementAxis":"ispr:ConsultingAgreementsMember"},"factValues":[{"value":"100000","decimals":0}]},{"name":"rpt:f-599","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember"},"factValues":[{"value":"300000","decimals":0}]},{"name":"rpt:f-600","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares","xbrl:period":"2024-07-31T00:00:00/2024-08-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:AwardTypeAxis":"us-gaap:RestrictedStockMember","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember"},"factValues":[{"value":"25000","decimals":0}]},{"name":"rpt:f-601","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares","us-gaap:TypeOfArrangementAxis":"ispr:ConsultingAgreementsMember"},"factValues":[{"value":"150000","decimals":0}]},{"name":"rpt:f-602","factDimensions":{"xbrl:concept":"ispr:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsUnvestedCancelledNumberOfShares","xbrl:period":"2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"650000","decimals":0}]},{"name":"rpt:f-603","factDimensions":{"xbrl:concept":"ispr:SharesOfCommonStock","xbrl:period":"2024-07-01T00:00:00/2024-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"150000","decimals":0}]},{"name":"rpt:f-604","factDimensions":{"xbrl:concept":"us-gaap:EmployeeServiceShareBasedCompensationTaxBenefitFromExerciseOfStockOptions","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":0}]},{"name":"rpt:f-605","factDimensions":{"xbrl:concept":"us-gaap:EmployeeServiceShareBasedCompensationTaxBenefitFromExerciseOfStockOptions","xbrl:period":"2024-07-01T00:00:00/2024-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"961500","decimals":0}]},{"name":"rpt:f-606","factDimensions":{"xbrl:concept":"ispr:StockOptionsGranted","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"490000","decimals":0}]},{"name":"rpt:f-607","factDimensions":{"xbrl:concept":"ispr:StockOptionsGranted","xbrl:period":"2024-07-01T00:00:00/2024-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"245000","decimals":0}]},{"name":"rpt:f-608","factDimensions":{"xbrl:concept":"ispr:PercentageOfAwardedOptionsVesting","xbrl:period":"2024-07-01T00:00:00/2024-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"0.25","decimals":2}]},{"name":"rpt:f-609","factDimensions":{"xbrl:concept":"ispr:PercentageOfAwardedOptionsVesting","xbrl:period":"2024-07-01T00:00:00/2024-10-01T00:00:00","xbrl:entity":"cik:0001948455","us-gaap:DerivativeInstrumentRiskAxis":"us-gaap:StockOptionMember"},"factValues":[{"value":"0.75","decimals":2}]},{"name":"rpt:f-610","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"140000","decimals":0}]},{"name":"rpt:f-611","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod","xbrl:period":"2024-07-01T00:00:00/2024-10-01T00:00:00","xbrl:entity":"cik:0001948455","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"335000","decimals":0}]},{"name":"rpt:f-612","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock","xbrl:period":"2025-07-01T00:00:00/2025-10-01T00:00:00","xbrl:entity":"cik:0001948455"},"factValues":[{"value":"The following is a summary\nof stock option activity transactions as of and for the three months ended September 30, 2025 and 2024:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | Number Of\u00a0options | \u00a0 | \u00a0 | Weighted average exercise price | \u00a0 | \u00a0 | Weighted average fair value per option | \u00a0 | \u00a0 | Weighted average remaining contractual life in years | \u00a0 | ||||
| Outstanding at June 30, 2025 | \u00a0 | \u00a0 | 1,438,125 | \u00a0 | \u00a0 | $ | 8.15 | \u00a0 | \u00a0 | $ | 4.61 | \u00a0 | \u00a0 | \u00a0 | 8.0 | \u00a0 |
| Granted | \u00a0 | \u00a0 | 490,000 | \u00a0 | \u00a0 | $ | 2.70 | \u00a0 | \u00a0 | $ | 1.62 | \u00a0 | \u00a0 | \u00a0 | 9.8 | \u00a0 |
| Exercised | \u00a0 | \u00a0 | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| Expired | \u00a0 | \u00a0 | (38,125 | ) | \u00a0 | $ | 8.00 | \u00a0 | \u00a0 | $ | 4.54 | \u00a0 | \u00a0 | \u00a0 | 8.2 | \u00a0 |
| Forfeiture | \u00a0 | \u00a0 | (140,000 | ) | \u00a0 | $ | 6.75 | \u00a0 | \u00a0 | $ | 4.11 | \u00a0 | \u00a0 | \u00a0 | 9.0 | \u00a0 |
| Outstanding at September 30, 2025 | \u00a0 | \u00a0 | 1,750,000 | \u00a0 | \u00a0 | $ | 6.69 | \u00a0 | \u00a0 | $ | 3.78 | \u00a0 | \u00a0 | \u00a0 | 8.4 | \u00a0 |
| Exercisable at September 30, 2025 | \u00a0 | \u00a0 | 585,833 | \u00a0 | \u00a0 | $ | 8.67 | \u00a0 | \u00a0 | $ | 4.70 | \u00a0 | \u00a0 | \u00a0 | 7.1 | \u00a0 |
| \u00a0 | \u00a0 | Number Of\u00a0 options | \u00a0 | \u00a0 | Weighted average exercise price | \u00a0 | \u00a0 | Weighted average fair value per option | \u00a0 | \u00a0 | Weighted average remaining contractual life in years | \u00a0 | ||||
| Outstanding at June 30, 2024 | \u00a0 | \u00a0 | 3,255,000 | \u00a0 | \u00a0 | $ | 9.10 | \u00a0 | \u00a0 | $ | 5.13 | \u00a0 | \u00a0 | \u00a0 | 9.1 | \u00a0 |
| Granted | \u00a0 | \u00a0 | 245,000 | \u00a0 | \u00a0 | $ | 7.65 | \u00a0 | \u00a0 | $ | 4.66 | \u00a0 | \u00a0 | \u00a0 | 9.8 | \u00a0 |
| Exercised | \u00a0 | \u00a0 | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| Expired | \u00a0 | \u00a0 | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | $ | \u00a0 | \u00a0 | \u00a0 | \u00a0 | ||||
| Forfeiture | \u00a0 | \u00a0 | (335,000 | ) | \u00a0 | $ | 9.84 | \u00a0 | \u00a0 | $ | 5.59 | \u00a0 | \u00a0 | \u00a0 | 9.0 | \u00a0 |
| Outstanding at September 30, 2024 | \u00a0 | \u00a0 | 3,165,000 | \u00a0 | \u00a0 | $ | 8.91 | \u00a0 | \u00a0 | $ | 5.04 | \u00a0 | \u00a0 | \u00a0 | 8.9 | \u00a0 |
| Exercisable at September 30, 2024 | \u00a0 | \u00a0 | 627,500 | \u00a0 | \u00a0 | $ | 9.41 | \u00a0 | \u00a0 | $ | 5.07 | \u00a0 | \u00a0 | \u00a0 | 7.6 | \u00a0 |
| \u00a0 | \u00a0 | Three months ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | 2025 | \u00a0 | \u00a0 | 2024 | \u00a0 | ||
| Exercise multiple | \u00a0 | \u00a0 | 2.8 | \u00a0 | \u00a0 | \u00a0 | 2.8 | \u00a0 |
| Expected volatility | \u00a0 | \u00a0 | 60 | % | \u00a0 | \u00a0 | 60 | % |
| Risk-free interest rate | \u00a0 | \u00a0 | 4.380 | % | \u00a0 | \u00a0 | 3.650%\u202f- 4.280 | % |
| Expected dividend yield | \u00a0 | \u00a0 | 0 | % | \u00a0 | \u00a0 | 0 | % |
| \u00a0 | \u00a0 | \nShares | \u00a0 | \u00a0 | \nWeighted average grant date fair value | \u00a0 | ||
| Unvested, June 30, 2025 | \u00a0 | \n\u00a0 | 404,970 | \u00a0 | \u00a0 | \n$ | 6.35 | \u00a0 |
| Granted | \u00a0 | \n\u00a0 | 210,000 | \u00a0 | \u00a0 | \n\u00a0 | 2.70 | \u00a0 |
| Vested | \u00a0 | \n\u00a0 | (11,990 | ) | \u00a0 | \n\u00a0 | 9.76 | \u00a0 |
| Canceled and forfeited | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | ||
| Unvested, September 30, 2025 | \u00a0 | \n\u00a0 | 602,980 | \u00a0 | \u00a0 | \n$ | 5.01 | \u00a0 |
\u00a0
\n\n| \u00a0 | \u00a0 | \nShares | \u00a0 | \u00a0 | \nWeighted average grant date fair value | \u00a0 | ||
| Unvested, June 30, 2024 | \u00a0 | \n\u00a0 | 483,606 | \u00a0 | \u00a0 | \n$ | 9.76 | \u00a0 |
| Granted | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | ||
| Vested | \u00a0 | \n\u00a0 | \u00a0 | \u00a0 | \n\u00a0 | \u00a0 | ||
| Canceled and forfeited | \u00a0 | \n\u00a0 | (21,579 | ) | \u00a0 | \n\u00a0 | 9.76 | \u00a0 |
| Unvested, September 30, 2024 | \u00a0 | \n\u00a0 | 462,027 | \u00a0 | \u00a0 | \n$ | 9.76 | \u00a0 |
The following table summarizes\nthe allocation of stock-based compensation in the accompanying unaudited condensed consolidated statements of operations and comprehensive\nloss:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree months ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| General and administrative expenses | \u00a0 | \n$ | 816,925 | \u00a0 | \u00a0 | \n$ | 958,393 | \u00a0 |
| Sales and marketing expenses | \u00a0 | \n\u00a0 | 121,223 | \u00a0 | \u00a0 | \n\u00a0 | 1,049,195 | \u00a0 |
| Total | \u00a0 | \n$ | 938,148 | \u00a0 | \u00a0 | \n$ | 2,007,588 | \u00a0 |
\u00a0NOTE 14. LOSS PER SHARE
\n\n\u00a0
\n\nThe following table presents\na reconciliation of basic net loss per share:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree months ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Net loss | \u00a0 | \n$ | (3,258,863 | ) | \u00a0 | \n$ | (5,595,016 | ) |
| Weighted average basic and diluted ordinary shares outstanding | \u00a0 | \n\u00a0 | 57,273,184 | \u00a0 | \u00a0 | \n\u00a0 | 56,601,320 | \u00a0 |
| Net loss per basic and diluted share of common stock | \u00a0 | \n$ | (0.06 | ) | \u00a0 | \n$ | (0.10 | ) |
The following table presents\na reconciliation of basic net loss per share:
\n\n\u00a0
\n\n| \u00a0 | \u00a0 | \nThree months ended September 30, | \u00a0 | |||||
| \u00a0 | \u00a0 | \n2025 | \u00a0 | \u00a0 | \n2024 | \u00a0 | ||
| Net loss | \u00a0 | \n$ | (3,258,863 | ) | \u00a0 | \n$ | (5,595,016 | ) |
| Weighted average basic and diluted ordinary shares outstanding | \u00a0 | \n\u00a0 | 57,273,184 | \u00a0 | \u00a0 | \n\u00a0 | 56,601,320 | \u00a0 |
| Net loss per basic and diluted share of common stock | \u00a0 | \n$ | (0.06 | ) | \u00a0 | \n$ | (0.10 | ) |
NOTE 15. COMMITMENTS AND CONTINGENCIES
\n\n\u00a0
\n\nFrom time to time, the Company\nmay be subject to legal or regulatory proceedings, investigations and claims incidental to the conduct of its business. The Company is\nnot a party to, nor is the Company aware of, any legal or regulatory proceedings, investigations or claims which, in the opinion of our\nmanagement, are likely to have a material adverse effect on our business, financial condition or results of operations.
\n\n\u00a0
\n\nConcurrently with the JV Agreement\n(see Note 7), Ispire entered into an exclusive supply agreement with Berify, whereby Ispire is obligated to purchase all Bluetooth enabled\nintegrated circuits to be used on vape type devices to control the activation of the device that are to be sold to IKE at cost plus a\u00a020%\nmark-up. In addition, IKE entered into an exclusive supply agreement with Ispire, whereby IKE is obligated to purchase at cost plus a\u00a05%\nmark-up all products to be sold by IKE in the nicotine field.
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