EPSM reclassifies shares, creates 20-vote Class B and repurchases CEO Class A stake

Rhea-AI Filing Summary

At an extraordinary general meeting on August 22, 2025, Epsium Enterprise Limited re-designated its capital structure to create a three-class share capital: 800,000,000 Class A ordinary shares, 100,000,000 Class B ordinary shares and 100,000,000 Preferred Shares, all with par value US$0.00002. Existing ordinary shares and previously authorised preferred shares were reclassified one-for-one into Class A and Class B shares respectively. Class B shares carry 20 votes per share and are convertible at the holder's option into Class A shares on a one-for-one basis. The company also adopted a Second Amended and Restated Memorandum and Articles of Association replacing the prior M&A. Subject to those changes, the company approved the issuance of 10,800,000 Class B shares to Son I Tam and the repurchase of 10,800,000 Class A shares held by him, with the repurchase funded by proceeds from that fresh issuance.

Positive

• Authorized share structure expanded to 1,000,000,000 shares, providing corporate flexibility for future issuances.
• Class B shares are convertible one-for-one into Class A shares, preserving economic parity between classes upon conversion.
• Amended M&A adopted to formalize and document the new rights, preferences, and conversion mechanics.

Negative

• Creation of Class B shares with 20 votes per share concentrates voting power and can entrench majority control.
• Issuance of 10,800,000 Class B shares to the CEO and repurchase of his Class A shares shifts voting influence to an insider.
• Potential minority shareholder dilution of voting rights due to asymmetric voting structure if additional Class B shares are issued.

Insights

Corporate Governance Expert

TL;DR: The resolution creates a dual-class structure giving concentrated voting power to Class B holders, raising governance and minority-owner control concerns.

The reclassification introduces Class B shares with 20 votes per share, materially concentrating control for holders of Class B stock if issued. The immediate issuance of 10,800,000 Class B shares to the CEO, coupled with a repurchase of his Class A shares, effectively converts economic interest into higher voting influence without a cash outlay by the company. Replacing the M&A formalizes these rights and conversion mechanics. For minority shareholders, this reduces voting parity and increases the risk that strategic decisions may be controlled by a small group. The changes are procedural but materially affect shareholder governance rights.

Securities Analyst

TL;DR: The company expanded authorized share classes and executed a targeted conversion/repurchase for its CEO, altering capital and voting structure.

The authorization now permits up to 1,000,000,000 shares across three classes, providing the board flexibility to issue equity. Class B shares are convertible one-for-one into Class A shares, preserving economic equivalence while granting Class B holders 20x voting power. The immediate issuance of 10,800,000 Class B shares to the CEO with an offsetting repurchase of his Class A shares is a structural transaction shifting voting power. This is likely to be material to shareholder control dynamics though it does not, as disclosed, change aggregate outstanding economic interest disclosed in this notice.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

To

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 August 2025

Commission File Number: 001-42568

EPSIUM ENTERPRISE LIMITED

c/o Companhia de Comércio Luz Limitada 

Alameda Dr. Carlos D’assumpcao 

Edf China Civil Plaza 235-243, 14 Andar P 

Macau, SAR China 

+853-2857-5252 

(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 x       Form 40-F ¨

EXPLANATORY NOTE

This Amendment No. 1 to Form 6-K of Epsium Enterprise Limited (the “Company”) is being furnished with the Securities and Exchange Commission (the “Commission”) to correct typographic errors of the voting percentages reported in the Form 6-K furnished with the Commission on August 27, 2025 (the “Original 6-K”). The Original 6-K is here by amended and restated in its entirety as follows.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Results of EPSIUM ENTERPRISE LIMITED’s Extraordinary General Meeting of Shareholders on August 22, 2025

An Extraordinary General Meeting of Shareholders (the “Meeting”) of EPSIUM ENTERPRISE LIMITED (the “Company”) was held at Alameda Dr. Carlos D’assumpcao Edf., China Civil Plaza 235-243, 14 Andar P, Macau, People’s Republic of China on August 22, 2025, at 10:00 a.m. Eastern Time, pursuant to notice duly given.

At the close of business on July 24, 2025, the record date for the determination of shareholders of the Company entitled to vote at the Meeting, there were 13,438,034 ordinary shares (each share being entitled to one (1) vote on all matters subject to the vote at the Meeting). At the Meeting, the holders of 10,822,084 shares of Class A ordinary Shares of the Company (the “Shares”) were represented in person or by proxy, constituting a quorum. 

The shareholders adopted the following resolutions (the “Resolutions”) at the Meeting: 

1. RESOLVED AS A RESOLUTION OF MEMBERS, THAT: 

a. all 800,000,000 ordinary shares of par value US$0.00002 each in the Company, including all of the currently issued ordinary shares and the unissued ordinary shares in the Company, be and are re-designated and re-classified into 800,000,000 class A ordinary shares of par value US$0.00002 each (the “Class A Ordinary Shares”) on a one for one basis, where the rights of the Class A Ordinary Shares shall be the same as the existing ordinary shares; and 100,000,000 authorised but unissued preferred shares of par value US$0.00002 each in the Company (the “Preferred Shares”) be and are re-designated and re-classified into 100,000,000 class B ordinary shares of par value US$0.00002 each (the “Class B Ordinary Shares”) with 20 votes per share on a one for one basis (collectively, the “Re-designation and Re-classification of Shares”) such that following the Re-designation and Re-classification of Shares, the Company is authorized to issue a maximum of 1,000,000,000 Shares of par value US$0.00002 each divided into (i) 800,000,000 Class A ordinary shares of par value US$0.00002 each (“Class A Ordinary Shares”) (ii) 100,000,000 Class B Ordinary Shares of par value US$0.00002 each (“Class B Ordinary Shares”) and (iii) 100,000,000 Preferred Shares of par value US$0.00002 each (“Preferred Shares”); and 

b. the Class B Ordinary Shares shall have such rights, preferences, and privileges as set forth in the Second Amended and Restated Memorandum and Articles of Association of the Company as set forth in Annex A to the notice of the extraordinary general meeting of the Company to be held on August 22, 2025 and the Class B Ordinary Shares will be convertible, at the option of the holder thereof, into the number of fully paid and non-assessable Class A Ordinary Shares on a one-for-one basis; 

		FOR		% of Votes		AGAINST		% of Votes		ABSTAIN		% of Votes
Number of Voted Shares		10,821,786		80.53%		277		0%		21		0%

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2. RESOLVED AS A RESOLUTION OF MEMBERS, THAT subject to the passing of Resolution 1: 

a. Clause 5.2 of the existing Amended and Restated Memorandum of Association of the Company be deleted in its entirety and replaced with the following new Clause 5.2 of the memorandum of association of the Company:  

“5.2 The Company is authorized to issue a maximum of 1,000,000,000 Shares of par value US$0.00002 each divided into (i) 800,000,000 Class A ordinary shares of par value US$0.00002 each (“Class A Ordinary Shares”) (ii) 100,000,000 Class B Ordinary Shares of par value US$0.00002 each (“Class B Ordinary Shares”) and (iii) 100,000,000 Preferred Shares of par value US$0.00002 each (“Preferred Shares”).”; and 

b. the existing Amended and Restated Memorandum and Articles of Association of the Company (the “Current M&A”) be amended and restated by the deletion of the Current M&A in their entirety and their substitution in their place of the Second Amended and Restated Memorandum and Articles of Association of the Company in the form as set forth in Annex A to the notice of the extraordinary general meeting of the Company to be held on August 22, 2025 (the “Amended M&A”); and 

		FOR		% of Votes		AGAINST		% of Votes		ABSTAIN		% of Votes
Number of Voted Shares		10,821,786		80.53%		277		0%		21		0%

3. RESOLVED AS A RESOLUTION OF MEMBERS, THAT subject to the passing of Resolutions 1 and 2 and immediately after the Re-designation and Re-classification of Shares and the adoption of the Amended M&A taking effect, 10,800,000 Class A Ordinary Shares held by Son I Tam be repurchased out of the proceeds of the fresh issuance of 10,800,000 Class B Ordinary Shares to Son I Tam made for the purposes of the repurchase, and such issuance of 10,800,000 Class B Ordinary Shares to Son I Tam made for the purposes of the repurchase be and is hereby approved. 

		FOR		% of Votes		AGAINST		% of Votes		ABSTAIN		% of Votes
Number of Voted Shares		10,821,772		80.53%		302		0%		10		0%

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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, thereunto duly authorized.

	EPSIUM ENTERPRISE LIMITED
Date: August 28, 2025	By:	/s/ Son I Tam
	Name:	Son I Tam
	Title:	Chairman and Chief Executive Officer

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FAQ

What share classes did EPSM create in the August 22, 2025 resolutions?

The company re-designated share capital into 800,000,000 Class A ordinary shares, 100,000,000 Class B ordinary shares, and 100,000,000 Preferred Shares, each with par value US$0.00002.

How many votes does each Class B share carry under the new structure?

Each Class B Ordinary Share carries 20 votes per share as set forth in the adopted Amended Memorandum and Articles of Association.

What conversion rights do Class B shares have?

Class B Ordinary Shares are convertible, at the option of the holder, into a number of fully paid Class A Ordinary Shares on a one-for-one basis.

What transaction involving Son I Tam was approved?

Subject to the other resolutions, the company approved issuing 10,800,000 Class B Ordinary Shares to Son I Tam and repurchasing 10,800,000 Class A Ordinary Shares held by him, with the repurchase funded by proceeds from the new issuance.

Did the company change its Memorandum and Articles of Association?

Yes. The Current M&A was deleted and replaced by a Second Amended and Restated Memorandum and Articles of Association as set forth in Annex A to the meeting notice.