EpicQuest (EEIQ) lifts authorized ordinary shares to 970M in BVI filing

Rhea-AI Filing Summary

EpicQuest Education Group International Limited has significantly amended its charter documents to expand its capital structure. The company increased the maximum number of authorized ordinary shares from 31,500,000 to 970,000,000 ordinary shares, each with a par value of US$0.0016. This change was approved by the Board of Directors on September 6, 2025 and filed with the British Virgin Islands Registry of Corporate Affairs on September 22, 2025. The number of authorized preferred shares remains at 10,000,000 with the same par value. The amended and restated memorandum and articles are filed as an exhibit and are incorporated by reference into the company’s existing S-8 and F-3 registration statements.

Insights

Capital structure & securities law analyst

EpicQuest greatly expands authorized ordinary shares, increasing flexibility for future equity actions.

EpicQuest Education Group International Limited has raised its authorized ordinary share capacity from 31,500,000 to 970,000,000 ordinary shares, while keeping authorized preferred shares at 10,000,000. This is a legal-capacity change, not an immediate share issuance.

The amendment was approved by the Board of Directors on September 6, 2025 and filed in the British Virgin Islands on September 22, 2025. The move permits a much larger volume of potential future equity transactions, which could include offerings, share-based compensation, or other corporate purposes, depending on later decisions.

The amended and restated memorandum and articles are also incorporated by reference into existing S-8 and F-3 registration statements, linking this expanded authorization to current registration frameworks. Future company disclosures will determine how much of this new authorized capacity is actually used and under what terms.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-40280

EpicQuest Education Group International Limited

(Translation of registrant's name into English)

200 N. St. Clair Street, Suite 100, Toledo, OH 43604

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

On September 22, 2025, EpicQuest Education Group International Limited (the “Company”) filed an Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”) with the Registry of Corporate Affairs in the British Virgin Islands in order to increase the maximum number of ordinary shares authorized for issuance thereunder from 31,500,000 ordinary shares to 970,000,000 ordinary shares with a par value of US$0.0016 each (the “Share Increase”). The number of preferred shares authorized for issuance under the Amended and Restated Memorandum and Articles of Association remained unchanged at 10,000,000 preferred shares with a par value of US$0.0016 each.

The Amended and Restated Memorandum and Articles of Association effecting the Share Increase was approved by the Company’s Board of Directors on September 6, 2025.

The summary of the amendments effected under the Amended and Restated Memorandum and Articles of Association set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Memorandum and Articles of Association, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements of the Company on Forms S-8 (Registration Numbers 333-258658 and 333-273948) and Forms F-3 (Registration Numbers 333-264807; 333-277859; and 333-288399), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Exhibit		Description
3.1		Amended and Restated Memorandum and Articles of Association as amended and restated on September 6, 2025 and filed with the Registry of Corporate Affairs in the British Virgin Islands on September 22, 2025

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	EpicQuest Education Group International Limited
	By:	/s/ Zhenyu Wu
		Zhenyu Wu Chief Financial Officer

Date: October 9, 2025

2

FAQ

What change did EpicQuest Education Group International Limited (EEIQ) make to its share capital?

EpicQuest significantly increased its authorized ordinary share capital, raising the maximum from 31,500,000 to 970,000,000 ordinary shares with a par value of US$0.0016 each. This change expands the company’s legal capacity to issue additional ordinary shares in the future.

Did EpicQuest (EEIQ) change its authorized preferred share capital in this filing?

No, EpicQuest kept its authorized preferred share capital unchanged at 10,000,000 preferred shares with a par value of US$0.0016 each. Only the maximum number of authorized ordinary shares was increased under the amended and restated memorandum and articles.

Who approved EpicQuest’s (EEIQ) increase in authorized ordinary shares and when?

EpicQuest’s Board of Directors approved the amended and restated memorandum and articles effecting the authorized ordinary share increase on September 6, 2025. The document was later filed with the British Virgin Islands Registry of Corporate Affairs on September 22, 2025.

Where was EpicQuest’s (EEIQ) amended and restated memorandum and articles filed?

The amended and restated memorandum and articles of EpicQuest were filed with the Registry of Corporate Affairs in the British Virgin Islands on September 22, 2025. This filing implements the newly approved increase in authorized ordinary shares under BVI corporate law.

How does this 6-K affect EpicQuest’s (EEIQ) existing S-8 and F-3 registration statements?

This 6-K is deemed incorporated by reference into EpicQuest’s existing S-8 and F-3 registration statements. That means the amended and restated memorandum and articles, including the larger authorized ordinary share capacity, are legally part of those effective registration documents.

Does EpicQuest’s (EEIQ) increase in authorized shares mean new shares were issued?

The filing states an increase in the maximum number of authorized ordinary shares, not an issuance. It expands the number of shares the company may issue under its charter; actual issuances would require separate decisions and, typically, additional disclosures.