[6-K] Epsium Enterprise Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Epsium Enterprise Limited is reorganizing its share capital and corporate charter. The company will re-designate 800,000,000 existing ordinary shares into 800,000,000 Class A Ordinary Shares and convert 100,000,000 authorised preferred shares into 100,000,000 Class B Ordinary Shares with 20 votes per share. After the change, total authorised capital will be 1,000,000,000 shares: 800,000,000 Class A, 100,000,000 Class B, and 100,000,000 Preferred Shares. The Class B Ordinary Shares will be convertible by the holder into Class A on a one-for-one basis. The company will replace its current Memorandum and Articles of Association with a Second Amended and Restated version (Annex A). Subject to those approvals, the company will repurchase 10,800,000 Class A Ordinary Shares held by Son I Tam, funded by a fresh issuance of 10,800,000 Class B Ordinary Shares to Son I Tam for that repurchase. The document is signed by Son I Tam as CEO on August 27, 2025.

Positive

• Clear governance pathway: Re-designation defines distinct Class A, Class B, and Preferred share classes with stated par values and totals.
• Convertible structure: Class B Ordinary Shares are explicitly convertible into Class A on a one-for-one basis, providing clarity on conversion mechanics.
• Charter update: The Current Memorandum and Articles of Association will be replaced by a Second Amended and Restated version, consolidating the changes in one document.
• Specific repurchase mechanism: The repurchase of 10,800,000 Class A shares is funded by issuance of 10,800,000 Class B shares, with the transaction and beneficiary named.

Negative

• Concentrated voting power: Class B Ordinary Shares carry 20 votes per share, which allocates significant voting influence to holders of Class B shares.
• Insider issuance and repurchase: The repurchase is funded by newly issued Class B shares issued to Son I Tam, an insider and CEO, which may raise governance and conflict-of-interest considerations.
• Material charter change pending: The effective changes depend on passing Resolutions 1 and 2 and adoption of the Amended M&A; execution is conditional.

Insights

Corporate Governance Expert

TL;DR: The resolutions create a dual-class structure giving Class B shares 20 votes each and update the charter to formalize conversion and repurchase mechanics.

The actions documented are a charter-level reorganization: re-designation of all ordinary and certain preferred shares into distinct classes, adoption of a Second Amended and Restated Memorandum and Articles of Association, and a targeted share repurchase executed via issuance of Class B shares to an insider (Son I Tam). The Class B shares carry 20 votes per share and are convertible to Class A on a one-for-one basis, ensuring a pathway between economic and voting interests. The repurchase of 10,800,000 Class A shares funded by newly issued Class B shares is implemented immediately upon the charter changes becoming effective.

Securities/Capital Structure Analyst

TL;DR: This resolution materially alters authorized share classes, voting allocation, and executes a director-related repurchase financed by new Class B issuance.

The company increases structural flexibility by specifying three categories in authorized capital (Class A, Class B, Preferred) totaling 1,000,000,000 shares of par value US$0.00002 each. The conversion feature (one-for-one) is explicit, and the issuance/repurchase transaction involving 10,800,000 shares is direct and self-contained in the resolutions. The document clearly ties the repurchase to the issuance of Class B shares to the same individual, with the amended charter set out in Annex A to the EGM notice referenced for rights and preferences.

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 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 ☒       Form 40-F ☐

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				99%				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				99%				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				99%				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 27, 2025	By:	/s/ Son I Tam
	Name:	Son I Tam
	Title:	Chief Executive Officer

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FAQ

What share classes will Epsium (EPSM) authorize after these resolutions?

After the resolutions, the company will be authorized to issue 1,000,000,000 shares: 800,000,000 Class A Ordinary Shares, 100,000,000 Class B Ordinary Shares, and 100,000,000 Preferred Shares.

How many votes does each Class B Ordinary Share carry?

Each Class B Ordinary Share carries 20 votes per share as stated in the resolution.

Can Class B Ordinary Shares be converted to Class A shares?

Yes. The Class B Ordinary Shares will be convertible at the option of the holder into Class A Ordinary Shares on a one-for-one basis.

What repurchase transaction is described in the filing?

Subject to the approvals and charter changes, 10,800,000 Class A Ordinary Shares held by Son I Tam will be repurchased using proceeds from a fresh issuance of 10,800,000 Class B Ordinary Shares issued to Son I Tam.

Where are the detailed rights and preferences of Class B set out?

The rights, preferences, and privileges of the Class B Ordinary Shares are set forth in the Second Amended and Restated Memorandum and Articles of Association in Annex A to the notice of the extraordinary general meeting.

Who signed the resolutions and when?

The document is signed by Son I Tam, Chief Executive Officer, dated August 27, 2025.