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.
Positive
Exit filing completed—reporting persons disposed of all Offering-related securities except the residual 180,599 shares
Transparent ownership disclosure showing shared voting and dispositive power and inclusion of a Joint Filing Agreement
Negative
Substantial reduction in stake from approximately 6.6% post-Offering to 0.8%, indicating loss of previously larger investor position
No sole control over the remaining shares—only shared voting and dispositive power
Insights
TL;DR: Reporting persons reduced their stake from ~6.6% to 0.8%, leaving a small residual position with shared voting power.
The filing documents a material reduction in ownership by 3i and its affiliates after participation in the issuer's registered Offering. Ownership now stands at 180,599 shares, representing 0.8% of the post-Offering outstanding share count of 23,286,667. Shared voting and dispositive power are reported rather than sole control. For investors, the significance is primarily in the change of a formerly larger holder to a minor residual position; there is no indication in this filing of any contested control actions or ongoing concentrated ownership.
TL;DR: This is an exit/clean-up filing showing disposal of most Offering-related holdings, leaving a small jointly controlled stake.
The statement clarifies ownership pathways: 3i holds the shares, 3i Management is manager/general partner, and Mr. Tarlow, as manager, shares voting/dispositive authority by virtue of management roles. The filing includes a Joint Filing Agreement exhibit and certifies the holdings were not acquired to influence control. From a governance lens, the filing reduces the pool of significant block holders and documents the residual shared authority rather than unilateral control.
FAQ
How many EpicQuest (EEIQ) shares do the reporting persons hold?
They beneficially hold 180,599 shares, reported with shared voting and dispositive power.
What percentage of EpicQuest's class do these holdings represent?
The holdings represent 0.8% of the 23,286,667 Common Shares outstanding after the Offering.
Did the reporting persons previously hold a larger stake after the Offering?
Yes. Upon consummation of the Offering, the reporting persons beneficially owned approximately 6.6% due to 3i's purchase of 1,539,747 shares; most of those securities were later disposed.
Does any reporting person have sole voting or dispositive power over these shares?
No. The filing reports 0 sole voting and dispositive power and 180,599 shares under shared voting and dispositive power.
Why is this filing described as an exit filing?
Because the reporting persons disposed of all other issuer securities acquired in the Offering, leaving only the residual 180,599 shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EpicQuest Education Group International Limited
(Name of Issuer)
Common Shares, par value $0.0016 per share
(Title of Class of Securities)
G3104J100
(CUSIP Number)
08/26/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G3104J100
1
Names of Reporting Persons
3i, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
180,599.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
180,599.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
180,599.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: As more fully described in Item 4 of this statement on Schedule 13G (this ''Schedule 13G''), such percentage is based on 23,286,667 common shares, par value $0.0016 per share, of the issuer (the "Common Shares") outstanding after giving effect to the issuer's offering (the "Offering") disclosed in the prospectus supplement of the issuer, dated August 25, 2025, to the registration statement on Form F-3, as amended (File No. 333-264807), declared effective by the U.S. Securities and Exchange Commission on November 4, 2022 (the "Prospectus Supplement"). Beneficial ownership consists of 180,599 Common Shares directly held by the reporting person. All other issuer securities that were deemed beneficially owned by the reporting person as a consequence of the closing of the Offering have since been disposed. As a result, this also constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
G3104J100
1
Names of Reporting Persons
3i Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
180,599.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
180,599.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
180,599.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such percentage is based on 23,286,667 Common Shares outstanding after giving effect to the Offering disclosed in the Prospectus Supplement. Beneficial ownership consists of 180,599 Common Shares indirectly held by the reporting person. All other issuer securities that were deemed beneficially owned by the reporting person as a consequence of the closing of the Offering have since been disposed. As a result, this also constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
G3104J100
1
Names of Reporting Persons
Maier Joshua Tarlow
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
180,599.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
180,599.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
180,599.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such percentage is based on 23,286,667 Common Shares outstanding after giving effect to the Offering disclosed in the Prospectus Supplement. Beneficial ownership consists of 180,599 Common Shares indirectly held by the reporting person. All other issuer securities that were deemed beneficially owned by the reporting person as a consequence of the closing of the Offering have since been disposed. As a result, this also constitutes an exit filing for the reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
EpicQuest Education Group International Limited
(b)
Address of issuer's principal executive offices:
200 N. St. Clair Street, Suite 100, Toledo, OH 43604
Item 2.
(a)
Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i");
(ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and
(iii) Maier Joshua Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship:
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)
Title of class of securities:
Common Shares, par value $0.0016 per share
(e)
CUSIP No.:
G3104J100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person.
Upon the consummation of the Offering disclosed in the Prospectus Supplement, each of the Reporting Persons beneficially owned approximately 6.6% of the outstanding Common Shares due to 3i's purchase of 1,539,747 Common Shares in the Offering. Subsequent to the Offering and as of the date of this Schedule 13G, all issuer securities deemed beneficially owned by the Reporting Persons as a consequence of the Offering were disposed other than the 180,599 Common Shares reported herein. As a result of such dispositions, this also constitutes an exit filing for each of the Reporting Persons.
The ownership percentages disclosed on such cover pages are based on 23,286,667 Common Shares outstanding after giving effect to the Offering disclosed in the Prospectus Supplement.
3i is the beneficial owner of 180,599 Common Shares (the "Shares") and has the power to dispose of and the power to vote such Shares, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed herewith.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
3i, LP
Signature:
/s/ 3i, LP
Name/Title:
Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
