[6-K] EpicQuest Education Group International Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Positive

• Expanded authorized share capital gives EEIQ greater flexibility to raise funds through equity or hybrid securities without further shareholder votes.

Negative

• Potential future dilution for existing ordinary shareholders if the newly authorized preferred or additional ordinary shares are issued.

Insights

Corporate Governance Analyst

TL;DR: Charter amended; 10 million preferred shares authorized, increasing financing flexibility but enabling potential dilution.

The amendment expands EEIQ’s authorized capital from 31.5 million to 41.5 million shares, introducing a preferred class. This provides structural flexibility for equity or hybrid financings, M&A consideration, or employee incentives. Because only authorization—not issuance—is disclosed, no immediate EPS impact arises; however, investors should monitor future issuances that could dilute ordinary shareholders’ voting and economic interests. Incorporation into existing F-3/S-8 shelves signals readiness to issue securities quickly under those registrations.

Capital Markets Specialist

TL;DR: New preferred shelf capacity strengthens capital‐raising optionality; near-term market impact neutral.

By securing shareholder consent and BVI filing, EEIQ now holds 10 million authorized preferred shares. Such securities often carry dividend or conversion features attractive to institutional investors, potentially lowering cost of capital versus common stock. The absence of specific issuance terms means material impact depends on future transactions. For now, the development is strategically positive yet operationally neutral.

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2025

 

Commission File Number: 001-40280

 

EpicQuest Education Group International Limited

(Translation of registrant's name into English)

 

200 N. St. Clair Street, Suite 100, Toledo, OH 43604 

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒         Form 40-F ☐

 

 

 

 

 

 

At the annual meeting of shareholders of EpicQuest Education Group International Limited (the “Company”) held on October 21, 2024, the Company’s shareholders approved the creation of a new class of preferred shares. Specifically, the shareholders approved (a) an increase in the maximum number of shares the Company is authorized to issue to 41,500,000 shares, divided into (i) 31,500,000 ordinary shares with a par value of US$0.0016 each and (ii) 10,000,000 preferred shares with a par value of US$0.0016 each, and (b) related amendments to the Company’s Memorandum and Articles of Association through the adoption of an Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”).

 

On November 14, 2024, the Company filed the Amended and Restated Memorandum and Articles of Association with the Registry of Corporate Affairs in the British Virgin Islands.

 

The summary of the amendments and the Amended and Restated Memorandum and Articles of Association set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Memorandum and Articles of Association, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

This Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form S-8 (File Nos. 333-258658 and 333-273948) and Form F-3 (File Nos. 333-264807 and 333-277859), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Exhibit	 	Description
3.1	 	Amended and Restated Memorandum and Articles of Association as amended and restated on October 21, 2024 and filed with the Registry of Corporate Affairs in the British Virgin Islands on November 14, 2024

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 	EpicQuest Education Group International Limited
 	 	 
 	By: 	/s/ Zhenyu Wu
 	 	Zhenyu Wu Chief Financial Officer
 	 

 

Date: June 26, 2025

 

 

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FAQ

What did EpicQuest Education Group (EEIQ) change in its capital structure?

Shareholders approved raising total authorized shares to 41.5 million, including a new class of 10 million preferred shares.

When were the amended charter documents filed?

The Amended and Restated Memorandum and Articles of Association were filed on November 14, 2024.

Does the Form 6-K include any earnings or financial results for EEIQ?

No. The filing is limited to corporate governance changes; it contains no earnings or financial data.

Are the new preferred shares already issued?

No issuance is disclosed. The filing only authorizes up to 10 million preferred shares for potential future use.

How does this filing relate to EEIQ’s existing registration statements?

The Form 6-K is incorporated by reference into EEIQ’s Form S-8 and Form F-3 registration statements, enabling quicker securities offerings.