EpicQuest Education Group International Ltd 2026年年度报告和过渡报告

FORM20-F (Mark one) ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September30, 2025. OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-40280 British Virgin Islands(Jurisdiction of incorporation or organization) 200 N. St. Clair St., Suite 100, Toledo OH, 43604 (Address of principal executive offices) Jianbo Zhang, CEO200 N. St. Clair St., Suite 100, Toledo OH, 43604 Securities registered or to be registered pursuant to Section12(g)of the Act:None. Securities for which there is a reporting obligation pursuant to Section15(d)of the Act:None. On September 30, 2025, the issuer had 23,396,667 shares outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)ofthe Securities Exchange Act of 1934. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company.See definition of “large accelerated filer,” “accelerated filer,” and emerging growth company” in Rule12b-2 of the Exchange Act. ☐Large Accelerated filer ☐Accelerated filer Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection13(a)of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐International Financial Reporting Standards as issued by the International AccountingStandards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ 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, SENIOR MANAGEMENT AND EMPLOYEES41ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS50ITEM 8.FINANCIAL INFORMATION52ITEM 9.THE OFFER AND LISTING53ITEM 10.ADDITIONAL INFORMATION53ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK61ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES61PART II62ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES62ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS62ITEM 15.CONTROLS AND PROCEDURES62 ITE