一品威客美股招股说明书(2025-10-08版)

24,242,425 Units, each consisting of one Class A Ordinary Share, or, in lieu thereof, a Pre-FundedWarrant, and one Warrant to purchase one Class A Ordinary Share6,369,780 Class A Ordinary Shares included in the Units17,872,645 Pre-Funded Warrants24,242,425 Warrants to Purchase Class A Ordinary Shares17,872,645 Class A Ordinary Shares Underlying the Pre-Funded Warrants toPurchase Class A Ordinary Shares100,000,000 Class A Ordinary Shares Issuable upon Exercise of the Warrants to PurchaseClass A Ordinary Shares at a Zero Exercise Price EPWK HOLDINGS LTD. EPWK Holdings Ltd. (the “Company,” “we” or “us”) is offering on a best-efforts basis 24,242,425 units (the “Units”), consisting ofone Class A Ordinary Share, par value $0.0001 per share (the “Class A Ordinary Shares”), or, in lieu thereof, a pre-funded warrant(each, a “Pre-Funded Warrant”); and one warrant to purchase one Class A Ordinary Share (each, a “Warrant”). We are offering theUnits at the public offering price of $0.33 per Unit (the “Offering”). We are also registering 17,872,645 Class A Ordinary Sharesunderlying the Pre-Funded Warrants and 100,000,000 Class A Ordinary Shares underlying the Warrants. Each of the Pre-FundedWarrants will have an exercise price of $0.0001 per Class A Ordinary Share and will be immediately exercisable (subject to thebeneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each ofthe Warrants will have an initial exercise price of $0.3465 per Class A Ordinary Share and will be exercisable beginning on the date ofthe issuance date and ending on the six months of the issuance date. The initial public offering price per Unit in the Offering will bedetermined by us based on negotiations with the placement agent who will be acting on behalf of the prospective investors in theOffering. which is based on latest market price prior to the pricing of the Offering. The last reported sale price of our Class A OrdinaryShares on The Nasdaq Global Market on October 6, 2025 was $0.335 per Class A Ordinary Share. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A Ordinary Shares orthe Pre-Funded Warrants in lieu thereof can each be purchased in this offering only with the accompanying Warrants as part of theUnits, but the component parts of the Units will be immediately separable and issued separately in this Offering. We are offering to each purchaser of shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% ofour outstanding Class A Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase a Pre-Funded Warrants each in lieu of one Class A Ordinary Share. Subject to limited exceptions, a holder of Pre-Funded Warrants will nothave the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own inexcess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of Class A OrdinaryShares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one Class AOrdinary Share. The purchase price of each Pre-Funded Warrant will be equal to the price per share minus $0.0001, and the remainingexercise price of each Pre-Funded Warrant will equal $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable(subject to the beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised infull. For each Pre-Funded Warrant we sell (without regard to any limitation on exercise set forth therein), the number of Class AOrdinary Shares we are offering will be decreased on a one-for-one basis. The initial exercise price of $0.3465 for each of the Warrants was determined at 105% of the public offering price of $0.33 per Unit.The exercise price may be subject to adjustments as described in the Warrant. Such adjustments occur in the following circumstances:(i) if the Company effects any share splits, combinations, reclassifications, or share dividends, the exercise price may be adjustedproportionately; and (ii) in the event of certain corporate transactions such as mergers or reorganizations, the exercise price may beadjusted to reflect the consideration received by holders of Class A Ordinary Shares in the transaction. If and only if at the time of any exercise of the Warrants, there is no effective registration statement registering, or the prospectuscontained therein is not available for the issuance of the Class A Ordinary Shares underlying the Warrants to the holder, in lieu ofmaking the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, theholder may elect instead to receive upon such exercise (either in whole or in part) the number of Class A Ordinary Shar