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EPWK Holdings Ltd. registers up to 221,376,995 Class A Ordinary Shares for resale by selling shareholders, with no proceeds payable to the company. The shares were issued in private placements and may be sold in market or negotiated transactions promptly after effectiveness.
The prospectus emphasizes that EPWK is an offshore Cayman holding company that conducts operations in China through contractual VIE arrangements; the VIE agreements have not been tested in court. The filing discloses regulatory and cash‑transfer risks related to PRC rules, notes prior Nasdaq delisting and current OTC quotation under symbol EPWKF, and states the company does not plan to pay dividends in the foreseeable future.
EPWK Holdings Ltd. has amended a previously agreed private share sale with existing investors. Instead of selling 10,000,000 Class A ordinary shares at US$1.42 each, the company will now sell an aggregate of 284,000,000 Class A ordinary shares at a reduced subscription price of US$0.05 per share. The gross proceeds remain approximately US$14.2 million, meaning investors receive many more shares for the same total investment.
The amended agreement removes earlier provisions that could have led to issuance of additional Class A ordinary shares without extra consideration, capping the maximum number of shares issuable under this deal at 284,000,000. The private placement is expected to close in January 2026, subject to closing conditions.
EPWK intends to use the net proceeds to finance business expansion, capital expenditures and general working capital for the company and its subsidiaries. The agreement also provides for registration of the purchased shares on a Form F-1 within three months after closing and specifies that delisting of the Class A ordinary shares from Nasdaq will not be treated as a material adverse effect for this transaction.