EpicQuest Edu SEC Filings

EpicQuest Education Group International Limited filed Amendment No. 1 to a Form F-3 to register the resale of up to 18,253,425 ordinary shares by selling shareholders. The registered shares include 4,500,000 shares already issued, 13,500,000 shares issuable upon exercise of May Warrants at $0.48 per share, and 253,425 shares issuable upon exercise of August Placement Agent Warrants at $0.73 per share.

The company is not selling shares in this registration and will receive no proceeds from shareholder resales. It may receive approximately $6,665,000 in gross proceeds if all warrants are exercised for cash at their current exercise prices. Shares outstanding were 23,396,667 as of October 30, 2025; assuming full warrant exercise, shares outstanding would be 41,650,092. EEIQ last traded at $0.4521 on October 30, 2025.

The filing highlights risk factors, including customer concentration in China, potential PRC regulatory impacts, and HFCAA-related audit inspection risks, alongside recent Nasdaq minimum bid price compliance communications.

EpicQuest Education Group International Limited (EEIQ) filed a Form F-3 shelf registration to offer up to $75,000,000 of common shares, preferred shares, debt securities, warrants and units, from time to time after effectiveness. Each takedown will be detailed in a prospectus supplement, including specific amounts, pricing and terms.

Under Rule 415(a)(6), the filing carries forward $71,299,999.38 of unsold securities from a prior F‑3 (File No. 333-264807). The company may continue using the prior registration until the earlier of this shelf’s effectiveness or May 3, 2026. The filing notes EEIQ’s public float of approximately $7,798,166 as of October 31, 2025 and that it sold about $3.7 million of securities in the last 12 months under General Instruction I.B.5, which limits primary sales to one‑third of public float while below $75 million.

The prospectus highlights risks including reliance on customers from the PRC and potential PRC government intervention, as well as HFCAA-related audit inspection risks that could lead to trading prohibitions. Securities may be sold via underwriters, dealers, agents, or directly to investors.

L1 Capital Global Opportunities Master Fund, Ltd. reported ownership of 1,539,747 ordinary shares of EpicQuest Education Group International Ltd, representing 6.61% of the company's common shares outstanding as reported by the issuer. The filer states it has sole voting and sole dispositive power over those shares and classifies itself as a financial institution organized in the Cayman Islands. The filing is made on Schedule 13G and includes a certification that the shares were not acquired to change or influence control of the issuer. The ownership percentage is calculated using the issuer's reported post-offering share count disclosed in the issuer's prospectus supplement and a Form 6-K.

EpicQuest Education Group International Limited disclosed that three related reporting persons (3i, LP; 3i Management LLC; and Maier Joshua Tarlow) together beneficially hold 180,599 common shares, representing 0.8% of the 23,286,667 shares outstanding after the issuer's registered offering. The filing states that following the Offering the reporting persons previously owned approximately 6.6% (from 3i's purchase of 1,539,747 shares) but have since disposed of all other securities acquired in that Offering. The remaining 180,599 shares are reported as jointly held with shared voting and dispositive power, and this statement serves as an exit filing for the reporting persons.

EpicQuest Education Group International Ltd. is registering a public offering of common shares on the Nasdaq under the symbol EEIQ. The prospectus supplement shows a public offering price that yields proceeds before expenses of $3,441,000.58 and placement agent fees of $259,000.04. Shares offered are 5,068,494, increasing outstanding shares from 18,108,173 to 23,286,667 after the offering. Historical net tangible book value per share at March 31, 2025 (as adjusted) is $0.33 and as-adjusted net tangible book value per share after the offering is $0.40, implying a $0.33 decrease in net tangible book value per new investor. The company discloses material risks related to PRC regulatory oversight, limits on financial reporting and disclosure compared with U.S. domestic issuers, and restrictions on cross-border cash availability. A 90-day lock-up for insiders is specified. The offering mentions outstanding options (2,515,000 at $1.37), RSUs (420,000), and 13,500,000 shares issuable upon exercise of certain May Warrants at $0.48.

EpicQuest Education Group International Limited (EEIQ) filed a Form 6-K dated June 26, 2025. The filing reports shareholder approval obtained at the October 21, 2024 annual meeting to alter the company’s capital structure. Key provisions are:

• Authorized share capital raised to 41.5 million shares, now split into 31.5 million ordinary shares and a newly created class of 10 million preferred shares, each with a par value of US$0.0016.
• Adoption of an Amended and Restated Memorandum and Articles of Association reflecting the new capital structure.
• The amended charter was filed on November 14, 2024 with the British Virgin Islands Registry of Corporate Affairs and is attached as Exhibit 3.1.
• The Form 6-K is automatically incorporated by reference into EEIQ’s shelf registration statements on Form F-3 and Form S-8.

No financial statements, earnings data, or major transactions accompany this report. The disclosure is procedural, positioning EEIQ to issue preferred or additional ordinary shares in future financing or strategic transactions, subject to market conditions and board decisions.