Epsium Enterprise Ltd美股招股说明书(2025-03-26版)

EPSIUM ENTERPRISE LIMITED This is an initial public offering of the ordinary shares (each, an “Ordinary Share”, collectively, “Ordinary Shares”) of EPSIUMENTERPRISE LIMITED, a British Virgin Islands company. Prior to the completion of this offering, there has been no public marketfor our Ordinary Shares. We are offering on a firm commitment basis 1,250,000 Ordinary Shares, par value $0.00002 per OrdinaryShare. The Resale Shareholders are offering 1,159,534 Ordinary Shares in aggregate to be sold pursuant to the resale prospectus(“Resale Prospectus”) which forms part of the registration statement on Form F-1 initially filed with the SEC on December 29, 2023(File No.: 333-276313). We will not receive any proceeds from the sale of the Ordinary Shares to be sold by the Resale Shareholders.The initial public offering price is $4.00 per Ordinary Share. We have received the approval from the Nasdaq Capital Market(“Nasdaq”) to list our Ordinary Shares under the symbol “EPSM.” Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “RiskFactors” beginning on page 15 to read about factors you should consider before buying our Ordinary Shares. EPSIUM ENTERPRISE LIMITED was incorporated as a company limited by shares under the laws of the British Virgin Islands,formerly known as Shengtao Investment Development Limited. As a holding company with no material operations of our own, weconduct our operations through Companhia de Comercio Luz Limitada, our indirectly owned subsidiary incorporated under the lawsof Macau Special Administrative Region of the People’s Republic of China (“Macau,” “Macao,” “Macau SAR,” or “Macao SAR”).The Company controls and receives the economic benefits of Luz’s business operations through equity ownership. The OrdinaryShares offered in this offering are shares of the holding company that is incorporated in the British Virgin Islands. Investors of ourOrdinary Shares should be aware that they may never directly hold equity interests in our subsidiaries. Epsium Enterprise Limited is a company organized under the laws of the Hong Kong Special Administration Region of the People’sRepublic of China (“Hong Kong”) and an 80%-owned subsidiary of Epsium BVI. Epsium HK is a holding company and does notconduct any substantive operations in Hong Kong except for facilitating inventory procurement in Hong Kong for our only operatingsubsidiary, which is in Macau. Epsium HK does not maintain any office facility or personnel. Epsium HK has no revenue or expensesother than those associated with inventory procurement in Hong Kong from a few Hong Kong beverage distributors. All of Epsium’soperations are conducted in Macau by Luz, our Macau operating subsidiary. As a Hong Kong registered entity, Epsium HK is subjectto Hong Kong laws generally applicable to Hong Kong entities. We believe Epsium HK is compliant with the laws and regulationsgoverning its existence and business operations in Hong Kong, including without limitation, laws and regulations relating to dataprivacy and anti-monopoly, to the extent such laws and regulations are applicable to Epsium HK. Due to the wholesale nature andlimited scale of our overall business and our lack of substantive operations in Hong Kong (except for facilitating inventoryprocurement), we do not believe laws and regulations relating to data privacy and anti-monopoly in Hong Kong currently have anyimpact on our ability to conduct business, accept foreign investment, or list on a U.S. or foreign exchange. Luz is an import trading and wholesaler of primarily alcoholic beverages in Macau. As a Macau registered entity, Luz is subject toMacau laws generally applicable to Macau entities. We believe Luz is compliant with the laws and regulations governing its existenceand business operations in Macau, including without limitation, laws and regulations relating to data privacy and unfair competitionand anti-monopoly, to the extent such laws and regulations are applicable to Luz. Due to the predominantly wholesale nature andlimited scale of our operations solely via Luz in Macau, it is not part of Luz’s business activities, nor does it have any access, to gatherprivate data from the ultimate retail consumers of our downstream distributors such as supermarkets, restaurants, hotel casinos andother retailers in Macau. As such, we do not believe laws and regulations relating to data privacy and anti-monopoly in Macaucurrently have any impact on our ability to conduct business, accept foreign investment, or list on a U.S. or foreign exchange. For more details, please see “Prospectus Summary – Summary of Risk Factors – Risks Related to Doing Business in Macau and RisksRelated to the PRC” on page 4, “Risk Factors — Risks Related to the PRC” beginning on page 26 and “Risk Factors — Risks Relatedto Doing Business in Macau” beginning on page 24 and “Regulation” beginning on page 87. Luz is 80% owned by Epsium HK and 20% owne