EpicQuest Education Group International Ltd美股招股说明书(2025-11-24版)

This prospectus relates to the resale by the Selling Shareholders identified herein (the “Selling Shareholders”) of up to18,253,425 ordinary shares (the “Shares”) of EpicQuest Education Group International Limited (“EpicQuest” or the “Company”). Theordinary shares of the Company are referred to herein as “ordinary shares” or “common shares.” The Shares being offered for resaleinclude up to: (i) 4,500,000 common shares that were issued; (ii) 13,500,000 common shares issuable upon the exercise of warrants ofthe Company (the “May Warrants”) that were also issued, in each case to the Selling Shareholders in a private placement offering thatwas consummated on May 27, 2025 (the “2025 Private Placement”); and (iii) 253,425 common shares issuable upon the exercise of We are not selling any of the Shares and will not receive any proceeds from the sale of the Shares under this prospectus.Thenet proceeds received from the sale or other disposition of the Shares by the Selling Shareholders, if any, is unknown to us.However,we may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current applicable exercise price of$0.48 per share for the May Warrants (with respect to all of the 13,500,000 shares) and $0.73 per share for the Placement Agent We are registering the offer and sale of the securities described above to satisfy certain registration rights we have granted tocertain of the Selling Shareholders in the 2025 Private Placement. Our registration of the securities covered by this prospectus does notmean that the Selling Shareholders will offer or sell any of the securities.The Selling Shareholders may, from time to time, sell,transfer or otherwise dispose of any or all of the Shares being registered or interests in the Shares being registered on any stock We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read the entire prospectus, including the additional information described under the heading “Incorporation of Certain We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted byour direct subsidiaries: (i) Quest Holdings International LLC, an Ohio limited liability company (“QHI”), (ii) QuestInternational Education Center LLC, an Ohio limited liability company (“QIE”), (iii) Ameri-Can Education Group Corp., anOhio corporation (“Ameri-Can”), (iv) Highrim Holding International Limited, a British Columbia, Canada corporation(“HHI”), and (v) Gilmore INV LLC, an Ohio limited liability company (“Gilmore”); and through our indirect subsidiaries: (i)Davis University (formerly Davis College, Inc. an Ohio corporation), (ii) Richmond Institute of Languages Inc., a Canadiancorporation (“RIL” or “EduGlobal College”), (iii) Study Up Center LLC, an Ohio limited liability company (“SUPC”), (iv) Investors will be purchasing securities in EpicQuest Education Group International Limited, a British Virgin Islands,which is a holding company and does not conduct any operations. We refer to EpicQuest Education Group International Investing in our securities being offered pursuant to this prospectus involves unique and a high degree of risk. Youshould carefully read and consider the risk factors beginning on page 11of this prospectus and in the applicable prospectus During the fiscal year ended September 30, 2024, more than two-thirds of our customers (excluding domestic DavisUniversity students who were enrolled in our certificate programs) were residents of the People’s Republic of China (“PRC” or“China”). Davis University is wholly owned by Ameri-Can, our majority owned subsidiary of which we have a 70% interest. We aresubject to legal and operational risks associated with having such a concentration of our customers based in the PRC. The Chinese QHI conducts marketing activities in China through its business partner in China, Renda Financial Education TechnologyCo., Ltd., and Davis University collaborates with multiple universities and colleges in China to run joint academic programs togetherwith them. Although we do not have any variable interest entities or Chinese subsidiaries that are subject to PRC law at this time,recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and datasecurity or anti-monopoly concerns, may impact our ability in the future to conduct business or accept foreign investments. In general, Most of our revenue is remitted to us in U.S. dollars, and all the bank accounts owned by us, other than those owned byRichmond Institute of Languages (RIL) located in British Columbia, Canada, are located in Ohio. The rest of our revenue is remittedto RIL in Canadian dollars, and the bank accounts owned by RIL are located in British Columbia, Canada. There are no restrictions onour ability to transfer cash between us, our Ohio-based subsidiaries and our Canadian subsidiary, and inve