
FORM 20-F (Mark one) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended September 30, 2024. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report ____________ For the transition period from ____________to ____________ Commission file number 001-40280 EpicQuest Education Group International Limited(Exact name of Registrant as specified in its charter) British Virgin Islands(Jurisdiction of incorporation or organization) 1209 N. University Blvd., Middletown OH, 45042 Telephone: +1(513)649-8350(Address of principal executive offices) Jianbo Zhang, CEO1209 N. University Blvd., Middletown OH, 45042 Telephone: +1(513)649-8350(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered The Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act:None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated fileror an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large Accelerated filerAccelerated filerNon-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: US GAAPInternational Financial Reporting Standards as issued by theInternational Accounting Standards BoardOther If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow. Item 17Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo TABLE OF CONTENTS PagePART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY19ITEM 4A. UNRESOLVED STAFF COMMENTS32ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS32ITEM 6.DIRECTORS, SENI