[144] Epsium Enterprise Ltd SEC Filing

Rhea-AI Filing Summary

Epsium Enterprise Ltd (EPSM) filed a Form 144 disclosing a proposed sale of 26,000 Class A ordinary shares through Futu Securities International (Hong Kong) on 10/03/2025 on Nasdaq. The filing lists an aggregate market value of 457,000,000 for those shares and shows total shares outstanding of 2,644,034. The securities were acquired through a mix of corporate actions and conversions by Epsium Enterprise Limited, with acquisition dates and payment notes provided for each lot. The filer represents no undisclosed material adverse information and certifies the notice by signature.

Positive

• Clear provenance of the shares is provided via conversion and reclassification entries
• Specific sale details including broker, sale date, and number of shares are disclosed

Negative

• High stated aggregate market value of 457,000,000 for 26,000 shares is presented without explanatory context
• No trading-plan date or additional context about transfer restrictions is provided in the filing

Insights

Financial Analyst

TL;DR Proposed sale of 26,000 Class A shares disclosed, representing a specified portion of the company's outstanding shares with a high stated market value.

The filing provides clear transactional history for the shares to be sold, showing conversions and corporate reclassifications as the sources of the holdings. The listed aggregate market value of 457,000,000 relative to 2,644,034 shares outstanding is a material numeric disclosure that investors may view as significant to float and potential selling pressure. The filing does not include any trading plan date or further context about intent beyond the Rule 144 notice.

Corporate Governance Expert

TL;DR Rule 144 notice documents provenance of shares and a certification about material undisclosed information, meeting disclosure expectations for proposed insider sales.

The submission documents the legal mechanisms (conversions, reclassification, allotments) by which the seller obtained the shares, which supports compliance with Rule 144 disclosure requirements. The signature representation about no undisclosed material adverse information is standard. The filing lacks an explicit trading-plan adoption date and provides no narrative on lock-up or other transfer restrictions; it is therefore a routine but material disclosure of an intended sale.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ORDINARY A	Futu Securities International (HONG KONG) Limited 34/F, United Centre, 95 Queensway Admiralty K3 K3 0000	26000	457000000.00	2644034	10/03/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ORDINARY A	09/30/2025	Conversion of Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis	Epsium Enterprise Limited			26000	09/30/2025	N/A (no additional consideration paid upon conversion)
ORDINARY B	08/22/2025	Issued in exchange for ordinary shares of the Company in corporate reclassification (re-designation)	Epsium Enterprise Limited			10800000	08/22/2025	N/A (no additional consideration paid)
ORDINARY	02/08/2024	Following the Company's post-listing restructuring in which all shareholders surrendered 80% of their shares for cancellation at no consideration	Epsium Enterprise Limited			10800000	02/08/2024	N/A (no additional consideration paid)
ORDINARY	08/26/2021	Issued additional ordinary shares at par value for each share	Epsium Enterprise Limited			4000000	12/10/2021	Cash
ORDINARY	08/26/2021	The previously issued 1,000 shares were cancelled and re-issued ordinary shares at par value 0.00002	Epsium Enterprise Limited			50000000	08/26/2021	N/A (no additional consideration paid)
ORDINARY	04/08/2021	Transferred at	Ruo Hong Chen			510	07/19/2021	Cash
ORDINARY	03/24/2020	Allotment directly from the Company	Epsium Enterprise Limited			490	07/19/2021	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed by Epsium Enterprise Ltd (EPSM) disclose?

The filing discloses a proposed sale of 26,000 Class A ordinary shares through Futu Securities on 10/03/2025 with an aggregate market value listed as 457,000,000 and 2,644,034 shares outstanding.

Who is the broker handling the proposed sale in the EPSM Form 144?

The listed broker is Futu Securities International (HONG KONG) Limited with address at 34/F, United Centre, 95 Queensway Admiralty.

How were the securities to be sold acquired according to the filing?

The securities were acquired via conversions, corporate reclassification, allotments, and issuances from Epsium Enterprise Limited and other named transfers, with dates and amounts noted in the filing.

Does the filer assert any undisclosed material information?

Yes. By signing the notice the person represents they do not know any material adverse information regarding the issuer that has not been publicly disclosed.

Were any securities sold in the past three months by the filer?

The filing states Nothing to Report for securities sold during the past three months.