As filed with the Securities and Exchange Commission on September
28, 2022
Registration No. 333-264807
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
EpicQuest Education Group International
Limited
(Exact name of registrant as specified in its
charter)
Not Applicable
(Translation of registrant’s name into
English)
| British Virgin Islands |
|
Not Applicable |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
1209 N. University Blvd, Middletown, OH 45042
Tel: +1 513-649-8350
(Address and Telephone Number of Registrant’s
Principal Executive Offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
+1 302-738-6680
(Name, address, and telephone number of agent
for service)
Copies to:
Cavas Pavri, Esq.
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Tel: (202)724-6847
Fax: (202) 778-6460
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The information in
this prospectus is not complete and may be changed. We may not sell these securities until the registration statement is filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer
to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
(Subject to Completion) |
DATED
SEPTEMBER 28, 2022 |
EpicQuest Education Group International
Limited
Up to $75,000,000 of
Shares
Debt Securities
Warrants
Units
We may offer and sell shares,
debt securities, warrants and/or units comprising any combination of these securities, in any combination from time to time in one or
more offerings, at prices and on terms described in one or more supplements to this prospectus. The debt securities and warrants may be
convertible into or exercisable or exchangeable for our shares or other securities. The aggregate initial offering price of all securities
sold by us under this prospectus will not exceed US$75,000,000.
Each time we sell securities,
we will provide a supplement to this prospectus that contains specific information about the offering and the terms of the securities.
The supplement may also add, update or change information contained in this prospectus. We may also authorize one or more free writing
prospectuses to be provided in connection with a specific offering. You should read this prospectus, any supplement and any free writing
prospectus before you invest in any of our securities.
We may sell the securities
independently or together with any other securities registered hereunder. We may sell the securities through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods, on a continuous or delayed basis. See “Plan
of Distribution.” If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any
applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from
the information set forth, in the applicable prospectus supplement.
We are not a Chinese
operating company but a British Virgin Islands holding company with operations conducted by our four subsidiaries: (i) Quest Holding
International LLC, an Ohio company (which we refer to as “QHI”); (ii) Quest International Education Center LLC, an Ohio company
(which we refer to as “QIE”); (iii) Ameri-Can Education Group Corp., an Ohio company (which we refer to as “Ameri-Can”);
and (iv) Highrim Holding International Limited, a Canadian company (which we refer to as “HHI”). 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 Limited and its subsidiaries as “we,” “us,”
“our,” the “Company,” or “EpicQuest.”
Investing in our securities
being offered pursuant to this prospectus involves unique and a high degree of risk. You should carefully read and consider the risk factors
beginning on page 5 of this prospectus and in the applicable prospectus supplement before you make your investment decision.
During
the fiscal year ending September 30, 2021, 100% of our customers were residents of the People’s Republic of China (“PRC”
or “China”). We are subject to legal and operational risks associated with having such a concentration of our customers based
in the PRC. The Chinese government may intervene or influence the operation of our business in China, which may significantly limit or
completely hinder our ability to conduct our business and cause the value of our securities to significantly decline or be worthless.
QHI
conducts marketing activities in China and has employees that are located in China. None of our other subsidiaries conducts any business
in China. 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 data
security or anti-monopoly concerns, may impact our ability in the future to conduct business or accept foreign investments. In general,
rules and regulations in China can change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC legal
system may adversely affect our business and operation. See “Risk Factors—Risks Related to Doing Business in China.”
All
of our revenue is remitted to us in U.S. dollars, and all the bank accounts owned by us are located in Ohio. There are no restrictions
on our ability to transfer cash between us, our Ohio-based subsidiaries and our Canadian subsidiary, and investors. The typical structure
of cash flows through our organization is as follows: (i) our subsidiaries, which conduct our operations, receive cash from our operations;
and (ii) to the extent EpicQuest requires cash for its expenses, the subsidiaries satisfy such obligations through intercompany loans
made to EpicQuest. QHI, which is our only subsidiary that conducts any business in China, pays its employees and its operational expenses
through payments to its business partner in China, Renda Financial Education Technology Co., Ltd.
During
the fiscal year ending September 30, 2022, cash transfers have been made to date between EpicQuest and our subsidiaries were as follows:
(i) intercompany loans from QHI to QIE of $4.1 million; (ii) intercompany loans from QHI to Ameri-Can of $2.5 million; and (iii) intercompany
loans from QHI to HHI of $3.0 million. During the fiscal year ending September 30, 2021, cash transfers were made to date between EpicQuest
and our subsidiaries as follows: (i) intercompany loans from QIE to QHI of $7.4 million. See “Prospectus Summary – Cash Flows
through Our Organization; Dividends and Distributions” for more information.
As
of the date of this prospectus, none of our subsidiaries has declared or paid any dividends or made any distributions to EpicQuest, nor
does any of them have intention to do so. As of the date of this prospectus, EpicQuest has not declared any dividend and does not have
a plan to declare a dividend to its shareholders. For more information, please see our consolidated financial statements contained in
our most recent annual report on Form 20-F, which is incorporated by reference herein. We currently do not have cash management policies
that dictate how funds are transferred between us, our subsidiaries or investors. See “Prospectus Summary – Cash Flows through
Our Organization; Dividends and Distributions” for more information
To
the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside
of the PRC due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability or our subsidiaries’
ability to transfer cash.
The
Holding Foreign Companies Accountable Act (“HFCAA”) would subject us to a number of prohibitions, restrictions and potential
delisting if either we or our auditor was designated as a “Commission-Identified Issuer” or an auditor listed on an HFCAA
determination list, respectively. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act,
which, if enacted, would decrease the number of consecutive “non-inspection years” from three years to two, and thus our
shares could be prohibited from trading and delisted after two years instead of three. On August 26, 2022, the PCAOB signed a Statement
of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, which sets out specific arrangements
on conducting inspections and investigations by both sides over relevant audit firms within the jurisdiction of both sides, including
the audit firms based in mainland China and Hong Kong. This agreement marks an important step towards resolving the audit oversight issue
that concern mutual interests, and sets forth arrangements for both sides to cooperate in conducting inspections and investigations of
relevant audit firms, and specifies the purpose, scope and approach of cooperation, as well as the use of information and protection
of specific types of data. See “Risk Factors— We could be delisted if it is determined that the Public Company Accounting
Oversight Board is unable to inspect or investigate our auditor completely.” As of the date hereof, our auditor, ZH CPA LLC, is
not among the auditor firms listed on the HFCAA determination list, which list notes all of the auditor firms that the PCAOB is not able
to inspect. However, trading in our securities on any U.S. stock exchange or the U.S. over-the-counter market may be prohibited under
the HFCAA if the PCAOB, determines that it cannot inspect the workpapers prepared by our auditor and that as a result an exchange may
determine to delist our securities.
Our common shares are listed
on The Nasdaq Capital Market under the symbol “EEIQ.” The aggregate market value of our outstanding shares held by non-affiliates,
or public float, as of April 29, 2022, was approximately $9,640,513, which was calculated based on 3,505,641 shares held by non-affiliates
and $2.75 per share, which was the closing price of our shares on the Nasdaq on March 24, 2022. As
of the date hereof, we have not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the twelve calendar month
period that ends on and includes the date hereof.
See “Risk Factors”
beginning on page 7 for factors you should consider before buying our securities.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission or regulator has approved or disapproved of these securities or passed upon the adequacy or accuracy
of this prospectus or any related free writing prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ___, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. By using a shelf registration statement, we may sell securities from time to time, in one or more offerings up to
a total dollar amount of $75,000,000, from time to time in one or more offerings, as described in this prospectus.
We
have not authorized any other person to provide you with different or additional information other than that contained in or incorporated
by reference into this prospectus or any applicable prospectus supplement. We don’t take any responsibility, and can make no assurance
as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus
supplement to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is
accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition,
results of operations and prospects may have changed since those dates.
Under
this shelf registration, we may offer any combination of the securities described in this prospectus from time to time in one or more
offerings. This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities described
herein, we will provide prospective investors with a supplement to this prospectus that will contain specific information about the terms
of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add to,
update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided
to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus
that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents
that we have incorporated by reference into this prospectus. Accordingly, to the extent inconsistent, information in this prospectus is
superseded by the information in any prospectus supplement or any related free writing prospectus that we may authorize. You should carefully
read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated
herein by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference,” before investing in any of the securities offered.
THIS
PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Unless
context requires otherwise, we refer to EpicQuest Education Group International Limited and its subsidiaries as “we,” “us,”
“our,” the “Company,” or “EpicQuest.”
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where
You Can Find More Information.”
PROSPECTUS
SUMMARY
The following summary
highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you need to consider
in making your investment decision. We urge you to read this entire prospectus, including the more detailed consolidated financial statements,
notes to the consolidated financial statements and other information incorporated by reference from our other filings with the SEC, or
included in any applicable prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors
set forth in any prospectus supplements and in our most recent filings with the SEC including our Annual Reports on Form 20-F and reports
on Form 6-K, as well as other information in this prospectus and any prospectus supplements and the documents incorporated by reference
herein or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and
financial condition, as well as adversely affect the value of an investment in our securities.
Company Overview
Located
in Middletown, Ohio, EpicQuest Education Group International Limited, through its subsidiaries Quest Holding International LLC (QHI)
and Highrim Holding International Limited (HHI), provides comprehensive education solutions for domestic and international students interested
in university and college degree programs in the United States, Canada and the United Kingdom. We have the right to acquire a controlling
equity ownership in Davis College, a career training college located in Toledo, Ohio. We have also acquired 80% of EduGlobal College,
based in British Columbia, Canada, which focuses on English proficiency educational programming for students pursuing academic degrees.
In addition, we have a recruiting relationship with the regional campuses of Miami University of Ohio (MU), where we maintain residential
facilities, a full-service cafeteria, recreational facilities, shuttle buses and an office for the regional campuses that provides study
abroad and post-study services for its students; these facilities are not owned, maintained, operated or are a part of MU. We also act
as a recruiting agent for the University of the West of Scotland (through The Education Group (London) Ltd) and Coventry University,
both of which are located in the United Kingdom.
Company Structure
and History
We
are a holding company registered and incorporated in the British Virgin Islands (BVI) on December 13, 2017. As a wholly-owned subsidiary,
QHI was incorporated in 2012 in Ohio to facilitate study abroad and post-study services for Chinese students in the United States. Miami
International Education Center LLC was set up on January 13, 2017 in Ohio, and is a wholly-owned subsidiary of QHI; it was renamed as
Quest International Education Center LLC (QIE) in 2021. HHI was set up in July of 2021 in Canada, and it is also a wholly-owned
subsidiary. We do not utilize any variable interest entities. Investors will be purchasing securities in EpicQuest Education Group International
Limited and not in any of our subsidiaries.
The
following chart reflects our organizational structure as of the date of this prospectus.
| (1) | EpicQuest Education Group International Ltd. is the entity
in which investors will be purchasing their interest in. |
Each
of the above subsidiaries are wholly owned subsidiaries of EpicQuest for which EpicQuest has direct ownership of the equity of the subsidiary.
EpicQuest does not rely on contractual agreements
QHI
develops specific education goals and plans for each student enrolled in our program, and provides a safe and structured environment and
support services so that students can focus most of their attention on academic studies. QHI’s mission is to provide our students
with a reliable and comprehensive support system to fulfill their dreams of studying abroad. It strives to accomplish that by offering
students and parents a one-stop destination for international study needs. QHI maintains an office in the United States and is mainly
responsible for providing study abroad and post-study services, which include, among others, student dormitory management, academic guidance,
international student services, student catering services, student transfer application services, internship and employment guidance.
QHI focuses on all stages of the study abroad process and aims to provide the best services available to ensure that every student successfully
completes the university application, and travel and settlement processes. It accomplishes this by offering a one-stop solution for these
needs.
QHI
has agreements with the Regional Campuses of Miami University of Ohio, one of the oldest public universities in the country, to offer
our services to Chinese students interested in studying in the United States. Located in southwestern Ohio and established in 1809, Miami
University has 7 colleges, 5 different campuses, and the campus population of approximately 25,000. Known as “public Ivy,”
the university offers more than 120 undergraduate, 60 graduate and 13 Ph.D. degrees. Currently, our agreements with Miami University have
extended to the Middletown and Hamilton campuses. As of September 30, 2021, 136 students who had been admitted to the English
Language Program at the Miami University Regional Campuses paid full tuition fees as compared to 134 students for the same period in the
previous year, and the conversion rate from application to enrollment was 36.4% as compared to 25.7% during the same period in 2020. Even
in such a challenging year due to the significant impact of Covid-19, this was our highest conversion rate since 2015.
As
a key part of our strategic growth plan, we acquired a controlling stake in Ameri-Can Education Group Corp. (Ameri-Can), which has the
rights to the underlying equity of Davis College, a two-year career-training college in November 2021. It represents a key strategic growth
initiative that expands our business model to being an operator of a college that provides career-training programs as well as a ‘transfer
pathway’ to top universities for students to pursue Bachelors’ degrees. We believe that Davis College offers immediate synergies
with our existing operations as well as significant long-term growth opportunities in the U.S., the foundation of our global expansion
strategy.
On January 15, 2022, HHI entered
into agreements with Canada EduGlobal Holdings Inc. and Richmond Institute of Languages Inc. (d.b.a. EduGlobal College), pursuant to which
HHI acquired 80% of the issued and outstanding shares of EduGlobal College. Taking this next step in our corporate growth by expanding
our business model into the Canadian market is a key element in our strategic growth plan as it achieves geographical diversification
as an owner and operator following our acquisition in December 2021 of the rights to a controlling interest in Davis College in the U.S.
A vital component of our mission is in the name of EduGlobal College itself, which is to engage in global education. We are intent upon
having a highly diverse student population for the college to include numerous countries in South America, Europe, Africa, and Asia as
well as students from Canada and the U.S. Through our experience with institutions in the U.S., we believe in specialized programs for
international, non-native English-speaking students so that they may ultimately achieve bachelor’s degrees. We believe that EduGlobal
College is unique in providing English proficiency and a ‘transfer pathway’ for students from around the world who wish to
pursue academic degrees in Canada.
On
January 31, 2022, Algoma University (Algoma) and EduGlobal College announced that the two parties signed an agreement to establish a seamless
pathway for EduGlobal students who have successfully completed its International Undergraduate Pathways Program (iUPP) and the English
for Academic Purposes (EAP) Program to complete baccalaureate degrees and graduate certificates at Algoma’s campuses in Brampton
and Sault Ste. Marie, Ontario, Canada. EduGlobal’s iUPP program is an eight-month program of study that offers a combination of
content-based English language courses and foundational academic courses that help prepare international students to become effective
communicators and collaborators, building a strong foundation of the learning modalities required for success at Canadian Universities.
EduGlobal’s EAP program is a 36-week intensive academic English program designed for students to achieve the English language proficiency
requirements necessary for admission to Algoma University; the program offers both on-site and distance learning options for eligible
students.
We
have entered into an agreement with The Education Group (London) Ltd whereby we agreed to recruit students from China for admission to
the University of the West of Scotland. We have also been operating as a recruiting agent for admission to Coventry University for the
2021-2022 academic year.
Geographic Scope of
Our Operations
During
the fiscal year ending September 30, 2021, the revenue we received from students who were enrolled in the programs offered by the Regional
Campuses of Miami University of Ohio in the U.S. was 99.92%, and the revenue from students who were enrolled in the programs offered by
the universities in the U.K. was 0.08%. 100% of our customers were Chinese residents.
We
maintain business relationships with more than ten high schools in China, and are seeking to expand that base. In these relationships,
our sole role is to facilitate study abroad services for interested students after they graduate from their high-school programs.
On
July 24, 2021, a China government policy called “Opinions on Further Reducing the Burden of Homework and Extracurricular Training
for Students in Compulsory Education.” This policy states that tutoring of core subjects, including Chinese, English and math, are
not allowed on weekends or during the summer and winter months when school is out. In addition, Chinese education firms are no longer
allowed to publicly list, raise foreign capital or be a for-profit company. Although we market our services to students in China, our
business operations are primarily in the U.S. We do not engage in the after school tutoring in China.
As
of March 31, 2022, 24 employees of EpicQuest and its subsidiaries were in China, 6 were in the U.S., and 6 in Canada. As of March 31,
2022, 89 students customers were in the U.S., 80 were in China to take online classes, and 26 were located in the U.K.
Neither
we, nor our subsidiaries, are required to obtain any permission or approval from Chinese authorities to operate our business or to offer
the securities being registered to foreign investors. In addition, neither we, nor our subsidiaries, have received any permissions from
the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency, as we do
not believe our operations require any such permissions or approvals. There can be no assurance, however, that regulators in China will
not take a contrary view or will not subsequently require us to undergo the approval procedures and subject us to penalties for non-compliance.
The foregoing statements are based on our management’s understanding and belief and we have determined not to seek an opinion of
local counsel to verify such understanding and belief. We made this decision based on the types of activities we conduct in China, which
do not believe raises any issues under Chinese law. Notwithstanding the foregoing, we, our subsidiaries, and investors in our securities
would be materially harmed if (i) we do not receive or maintain such permissions or approvals, (ii) we inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain
such permissions or approvals in the future.
All
of our revenue is remitted to us in U.S. dollars, and all the bank accounts owned by us are located in Ohio. There are no restrictions
on our ability to transfer cash between us and our Ohio-based subsidiaries and our Canadian subsidiary.
Pursuant
to the Holding Foreign Companies Accountable Act (the “HFCAA”), on December 16, 2021, the U.S. Public Company Accounting
Oversight Board (the “PCAOB”) issued its report notifying the SEC of its determination that it is unable to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong. On August 26, 2022, the PCAOB signed a Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, which sets out specific arrangements on conducting
inspections and investigations by both sides over relevant audit firms within the jurisdiction of both sides, including the audit firms
based in mainland China and Hong Kong. This agreement marks an important step towards resolving the audit oversight issue that concern
mutual interests, and sets forth arrangements for both sides to cooperate in conducting inspections and investigations of relevant audit
firms, and specifies the purpose, scope and approach of cooperation, as well as the use of information and protection of specific types
of data. As of the date hereof, our auditor, ZH CPA LLC, is not among the auditor firms listed on the HFCAA determination list, which
list notes all of the auditor firms that the PCAOB is not able to inspect. However, trading in our securities on any U.S. stock exchange
or the U.S. over-the-counter market may be prohibited under the HFCAA if the PCAOB, determines that it cannot inspect the workpapers
prepared by our auditor and that as a result an exchange may determine to delist our securities.
Cash Flows through Our Organization; Dividends and Distributions
The typical structure
of cash flows through our organization is as follows: (i) our subsidiaries, which conduct our operations, receive cash from our operations;
(ii) to the extent EpicQuest requires cash for its expenses, the subsidiaries satisfy such obligations through intercompany loans made
to EpicQuest. QHI, which is our only subsidiary that conducts any business in China pays its employees and its operational expenses through
payments to its business partner in China, Renda Financial Education Technology Co., Ltd.
During the fiscal year
ending September 30, 2022, cash transfers have been made to date between EpicQuest and our subsidiaries as follows: (i) intercompany
loans from QHI to QIE of $4.1 million; (ii) intercompany loans from QHI to Ameri-Can of $2.5 million; and (iii) intercompany loans from
QHI to HHI of $3.0 million. During the fiscal year ending September 30, 2021, cash transfers were made to date between EpicQuest and
our subsidiaries as follows: (i) intercompany loans from QIE to QHI of $7.4 million.
Neither EpicQuest not
any subsidiary has made any dividends or distributions to any other entity. In addition, neither EpicQuest not any subsidiary has made
any dividends or distributions made to U.S. investors.
As of the date of this
prospectus, none of our subsidiaries has declared or paid any dividends or made any distributions to EpicQuest , nor does any of them
have intention to do so. As of the date of this prospectus, EpicQuest has not declared any dividend and does not have a plan to declare
a dividend to its shareholders. For more information, please see our consolidated financial statements contained in our most recent annual
report on Form 20-F, which is incorporated by reference herein. See “Prospectus Summary – Cash Flows through Our Organization”
for more information
We currently do not have cash management policies that dictate how
funds are transferred between us, our subsidiaries or investors.
Corporate Information
Our principal executive offices
are located in Middletown, Ohio at 1209 N. University Blvd., Middletown, OH 45042; our telephone number at those offices is +1 513-649-8350.
The Company’s website is as follows: http://www.eei-global.net. Information contained on, or available through, our website does
not constitute part of, and is not deemed incorporated by reference into, this prospectus.
Risks Factors
| |
● |
Recent
regulatory developments in China may subject us to additional regulatory review and disclosure requirement, expose us to government
interference, or otherwise restrict our ability to offer securities and raise capital outside China, all of which could materially
and adversely affect our business and the value of our securities. See “Risk Factors—Risks Related to Doing Business
in China - Recent regulatory developments in China may subject us to additional regulatory review and disclosure requirement, or
expose us to government interference, all of which could materially and adversely affect our business and the value of our securities.” |
| |
● |
The
PRC government has significant influence over companies with operations in China by enforcing existing rules and regulation, adopting
new ones, or changing relevant industrial policies in a manner that may materially increase our compliance cost, change relevant
industry landscape or otherwise cause significant changes to our business operations in China, which could result in material and
adverse changes in our operations and cause the value of our securities to significantly decline or be worthless. See “Risk
Factors—Risks Related to Doing Business in China - The PRC government has significant influence over companies with operations
in China by enforcing existing rules and regulation, adopting new ones, or changing relevant industrial policies in a manner that
may materially increase our compliance cost, change relevant industry landscape or otherwise cause significant changes to our business
operations in China, which could result in material and adverse changes in our operations and cause the value of our securities to
significantly decline or be worthless.” |
| |
● |
Rules
and regulations in China can change quickly, with little advance notice, creating substantial uncertainty. Changes in the PRC legal
system may adversely affect our business and operations. See “Risk Factors—Risks Related to Doing Business in China -
Rules and regulations in China can change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC
legal system may adversely affect our business and operation.” |
| |
● |
To the extent cash in our business is in the PRC
or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or
the imposition of restrictions and limitations on the ability of our Company, or our subsidiaries, by the PRC government to transfer
cash See “Risk Factors— Risks Related to Doing Business in China —To the extent cash in the business is in the
PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in
or the imposition of restrictions and limitations on the ability of our Company, or our subsidiaries, by the PRC government to transfer
cash”. |
| |
● |
In
addition, the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or
the value of the securities we are registering for sale. See “Risk Factors—Risks Related to Doing Business in China –
The Chinese government may intervene or influence the operations at any time or may exert more control over offerings conducted overseas
and foreign investment in China-based issuers, which could result in a material change in the operations and/or the value of the
securities we are registering for sale. Additionally, the PRC government has recently indicated an intent to exert more oversight
over offerings that are conducted overseas and/or foreign investment in China-based issuers, which could significantly limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless” |
See “Risk Factors—Risks
Related to Doing Business in China.”
Implications of Being an Emerging Growth Company
As a company with less than
$1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart
Our Business Startups Act, or JOBS Act, enacted in April 2012, and may take advantage of reduced reporting requirements that are otherwise
applicable to public companies. These provisions include, but are not limited to:
| ● | being
permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis
of Financial Condition and Results of Operations in our filings with the Securities and Exchange Commission, or the SEC; |
| ● | not
being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; |
| ● | reduced
disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and |
| ● | exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. |
We may take advantage of these
provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common shares pursuant
to this offering. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated
filer,” our annual gross revenues exceed $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year
period, we will cease to be an emerging growth company before the end of such five-year period.
In addition, Section 107 of
the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting
standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards
and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.
Foreign Private Issuer Status
We are a foreign private issuer
within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As such, we are
exempt from certain provisions applicable to United States domestic public companies. For example:
| ● | we
are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; |
| ● | for
interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that
apply to domestic public companies; |
| ● | we
are not required to provide the same level of disclosure on certain issues, such as executive compensation; |
| ● | we
are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
| ● | we
are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in
respect of a security registered under the Exchange Act; and |
| ● | we
are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and
trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction. |
Securities Being Offered
We may offer and sell shares,
debt securities, warrants and/or units comprising any combination of these securities, in any combination from time to time in one or
more offerings, at prices and on terms described in one or more supplements to this prospectus. The debt securities and warrants may be
convertible into or exercisable or exchangeable for our shares or other securities. The aggregate initial offering price of all securities
sold by us under this prospectus will not exceed US$75,000,000. We may sell these securities directly to you, through underwriters, dealers
or agents we select, or through a combination of these methods. We will describe the plan of distribution for any particular offering
of these securities in the applicable prospectus supplement. This prospectus may not be used to sell our securities unless it is accompanied
by a prospectus supplement.
U.S. securities laws currently
limit the value of the common shares that we may sell under this prospectus. For such time as our “public float”—measured
as the value of our share price (as of a date within 60 days before the date of the sale) times the number of shares held by non-affiliates—is
less than $75.0 million, existing law limits the value of shares that we can sell under this prospectus at one-third of our “public
float”, less prior amounts sold through prior primary offerings of securities on Form F-3 within the past 12 months. The public
float is measured at the time of sale, and will necessarily change with the value of our share price and the number of shares held by
non-affiliates. The aggregate value of the stock that we are able to sell is therefore highly contingent on our share price.
RISK FACTORS
Investing
in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described below and under the
heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under
similar headings in our Annual Report on Form 20-F for the fiscal year ended September 30, 2021, as updated by our subsequent filings,
which are incorporated by reference into this prospectus, before deciding whether to purchase any of the securities being registered
pursuant to the registration statement of which this prospectus is a part. Each of the risk factors could adversely affect our business,
results of operations, financial condition and cash flows, as well as adversely affect the value of an investment in our securities,
and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional risks not presently known
to us or that we currently believe are immaterial may also significantly impair our business operations.
Risks Related to Our Securities
We could be
delisted if it is determined that the Public Company Accounting Oversight Board is unable to inspect or investigate our auditor completely.
Our independent registered
public accounting firm that issues the audit report included in our Annual Report on Form 20-F for the fiscal year ended September 30,
2021, which is incorporated by reference into this prospectus, as an auditor of companies that are traded publicly in the United States
and a firm registered with the Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the United States
to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and applicable professional standards.
Our independent registered public accounting firm is currently subject to PCAOB inspections on a regular basis. However, if it is determined
in the future that the PCAOB is unable to inspect or investigate our auditor completely, or if our future audit reports are prepared
by auditors that are not completely inspected by the PCAOB, our shares may be delisted or trading in our ordinary shares may be prohibited
under the HFCAA.
The lack of PCAOB inspections
of audit work in foreign countries prevents the PCAOB from regularly evaluating auditors’ audits and their quality control procedures.
As a result, investors would be deprived of the benefits of PCAOB inspections. To tackle this problem, the HFCAA, was enacted on December
18, 2020. In essence, the HFCAA requires the SEC to prohibit securities of any foreign companies from being listed on U.S. securities
exchanges or traded “over-the-counter” if a company retains a foreign accounting firm that cannot be inspected by the PCAOB
for three consecutive years, beginning in 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable
Act, which, if enacted, would decrease the number of “non-inspection years” from three years to two years, and thus, would
reduce the time before our securities may be prohibited from trading or delisted. On September 22, 2021, the PCAOB adopted a final rule
implementing the HFCAA. On December 2, 2021, the SEC issued amendments to finalize the interim final rules previously adopted in March
2021 to implement the submission and disclosure requirements in the HFCAA. On December 16, 2021, the PCAOB issued a report relaying to
the SEC its determinations that PCAOB is unable to inspect or investigate completely registered public accounting firms in mainland China
and Hong Kong due to positions taken by Chinese authorities. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China
Securities Regulatory Commission and the Ministry of Finance of the PRC, which sets out specific arrangements on conducting inspections
and investigations by both sides over relevant audit firms within the jurisdiction of both sides, including the audit firms based in
mainland China and Hong Kong. This agreement marks an important step towards resolving the audit oversight issue that concern mutual
interests, and sets forth arrangements for both sides to cooperate in conducting inspections and investigations of relevant audit firms,
and specifies the purpose, scope and approach of cooperation, as well as the use of information and protection of specific types of data.
Our independent registered
public accounting firm is based in the United States and not subject to such determinations announced by the PCAOB on December 16, 2021.
If it is determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority
in a foreign jurisdiction, the trading in our shares would be prohibited, and as a result, Nasdaq may determine to delist our shares.
Delisting of our shares would force holders of our shares to sell their shares. The market price of our shares could be adversely affected
as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards,
companies with significant business in China that are listed in the United States, regardless of whether these executive or legislative
actions are implemented and regardless of our actual operating performance.
Risks Related
to Doing Business in China
China regulates
education services extensively and we may be subject to government actions if our programs do not comply with PRC laws.
Violation of PRC laws,
rules or regulations pertaining to education and related activities may result in penalties, including fines. We endeavor to comply with
such requirements by requesting relevant documents from our program participants. However, we cannot assure you that violations or alleged
violations of such requirements will not occur with respect to our operations. If the relevant PRC governmental agencies determine that
our programs violate any applicable laws, rules or regulations, we could be subject to penalties. While we have and continue to engage
in strategies to mitigate this risk by diversifying our marketing efforts and focusing on Southeast Asian markets, there is no assurance
that such efforts will be successful in mitigating such risks faced by the Company.
Recent regulatory
developments in China may subject us to additional regulatory review and disclosure requirement, or expose us to government interference,
all of which could materially and adversely affect our business and the value of our securities.
We may need to adjust
our business operations in the future to comply with PRC laws regulating our industry and our business operations. However, such efforts
may not be completed in a liability-free manner or at all. We cannot guarantee that we will not be subject to PRC regulatory inspection
and/or review relating to cybersecurity, especially when there remains significant uncertainty as to the scope and manner of the regulatory
enforcement. If we become subject to regulatory inspection and/or review by PRC authorities, or are required by them to take any specific
actions, it could cause disruptions to our operations, result in negative publicity regarding our company, and divert our managerial
and financial resources. We may also be subject to fines or other penalties, which could materially and adversely affect our business,
financial condition, and results of operations.
The Chinese government may intervene
or influence the operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based
issuers, which could result in a material change in the operations and/or the value of the securities we are registering for sale. Additionally,
the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign
investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Substantially all of our
revenue is currently derived in China and, historically, a portion of our operations have been conducted in China through QHI. Accordingly,
our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China, especially
the government policies of PRC government. The PRC government has significant oversight and authority to exert influence on the ability
of a China-based company to conduct the business. It regulates and may intervene or influence the operations at any time, which could
result in a material adverse change in the operations and/or the value of the securities we are registering for sale. Implementation
of any industry-wide regulations directly targeting our business operations could cause our securities to significantly decline in value
or become worthless. Also, the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted
overseas and/or foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability
to offer or continue to offer securities to investors, and any uncertainties or negative publicity regarding such actions could also
materially and adversely affect the business, prospects, financial condition, reputation, and the trading price of our shares, which
may cause our securities to significantly decline in value or be worthless. Therefore, investors in our company face potential uncertainty
from the actions taken by the PRC government.
Moreover, the significant oversight of the
PRC government could also be reflected from the uncertainties arising from the legal system in China. The laws and regulations of the
PRC can change quickly without sufficient notice in advance, which makes it difficult for us to predict which kind of laws and regulations
will come into force in the future and how it will influence our company and operations. Any actions by the Chinese government to exert
more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or become worthless.
The PRC government
has significant influence over companies with operations in China by enforcing existing rules and regulation, adopting new ones, or changing
relevant industrial policies in a manner that may materially increase our compliance cost, change relevant industry landscape or otherwise
cause significant changes to our business operations in China, which could result in material and adverse changes in our operations and
cause the value of our securities to significantly decline or be worthless.
Our customers have historically
been located within China. The PRC government has significant influence over operations in China by any company by allocating resources,
providing preferential treatment to particular industries or companies, or imposing industry-wide policies on certain industries. The
PRC government may also amend or enforce existing rules and regulation, or adopt ones, which could materially increase our compliance
cost, change the relevant industry landscape, or cause significant changes to our business operations in China. In addition, the PRC
regulatory system is based in part on government policies and internal guidance, some of which are not published on a timely basis, or
at all, and some of which may even have a retroactive effect. We may not be aware of all non-compliance incidents at all times, and we
may face regulatory investigation, fines and other penalties as a consequence. As a result of the changes in the industrial policies
of the PRC government, including the amendment to and/or enforcement of the related laws and regulations, companies with operations in
China, including us, and the industries in which we operate, face significant compliance and operational risks and uncertainties. For
example, on July 24, 2021, Chinese state media, including Xinhua News Agency and China Central Television, announced a broad set of reforms
targeting private education companies providing after-school tutoring services and prohibiting foreign investments in institutions providing
such after-school tutoring services. As a result, the market value of certain U.S. listed companies with China-based operations in the
affected sectors declined substantially. As of the date of this prospectus, we are not aware of any similar regulations that may be adopted
to significantly curtail our business operations in China. However, if such other adverse regulations or policies are adopted in China,
our operations in China will be materially and adversely affected, which may significantly disrupt our operations and adversely affect
our business.
We may be subject
to anti-monopoly concerns as a result of our doing business in China.
Article 3 of Anti-Monopoly
Law of the People’s Republic of China (the “Anti-Monopoly Law”) prohibits “monopolistic practices,” which include:
a) the conclusion of monopoly agreements between operators; b) the abuse of dominant market position by operators; and c) concentration
of undertakings which has or may have the effect of eliminating or restricting market competition. Also, according to Article 19 of the
Anti-Monopoly Law, the operator(s) will be assumed to have a dominant market position if it has following situation: a) an operator has
50% or higher market share in a relevant market; b) two operators have 66% or higher market share in a relevant market; or c) three operators
have 75% or higher market share in a relevant market. We do not believe we have engaged in any monopolistic practices in China, and that
recent statements and regulatory actions by the Chinese government do not impact our ability to conduct business, accept foreign investments,
or list on an U.S. or other foreign stock exchange. However, there can be no assurance that regulators in China will not promulgate new
laws and regulations or adopt new series of regulatory actions which may require us to meet new requirements on the issues mentioned
above.
Rules and regulations
in China can change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC legal system may adversely
affect our business and operation.
Our customers have historically
been located in the PRC and therefore we are subject to the laws and regulations of the PRC. The PRC legal system is based on the written
statutes and involves a unified, multilevel legislative system. The National People’s Congress (the “NPC”) and its
Standing Committee exercise the state power to make laws. The NPC enacts and amends basic laws pertaining to criminal offences, civil
affairs, state organs and other matters. The Standing Committee enacts and amends all laws except for basic laws that should be enacted
by the NPC. When the NPC is not in session, its Standing Committee may partially supplement and revise laws enacted by the NPC, provided
that the changes do not contravene the laws’ basic principles. Generally, the PRC laws will go through specific legislative procedures
before being promulgated. The legislative authority may propose a bill and then the bill shall be deliberated three times before being
voted. However, administrative regulations are formulated by the State Council which reports them to the NPC. The administration regulations
are often promulgated with little advance notice, which results in a lack of predictability, and substantial uncertainty. Moreover, the
uncertainties may fundamentally impact the development of one or more specific industries and in extreme cases result in the termination
of certain businesses. For example, the Opinions on Further Easing the Burden of Excessive Homework and After-School Tutoring for Students
Undergoing Compulsory Education, known as “double reduction” education policy, was promulgated by General Office of the CPC
Central Committee and General Office of the State Council on July 24, 2021. The “double reduction” education policy comes
into effective immediately and has posed a significant impact on the education and training industries, as well as those China-based
companies listed in the United States. The resulting unpredictable could materially and adversely affects the market value and the operation
of the businesses affected.
Furthermore, the PRC administrative
authorities and courts have the power to interpret and implement or enforce statutory rules and contractual terms at their reasonable
discretion which makes the business environment much more complicated and unpredictable. It is difficult to predict the outcome of the
administrative and court proceedings. The uncertainties may affect our assessments of the relevance of legal requirements, and our business
decisions. Such uncertainties may result in substantial operating expenses and costs. Should there be any investigations, arbitrations
or litigation with respect to our alleged non-compliance with statutory rules and contractual terms, the management team could be distracted
from our primary business considerations, and therefore such a circumstance could materially and adversely affect our business and results
of operations. We cannot predict future developments relating to the laws, regulations and rules in the PRC. We may be required to procure
additional permits, authorizations and approvals for our operations, which we may not be able to obtain. Our failure to obtain such permits,
authorizations and approvals may materially and adversely affect our business, financial condition and the results of operations.
Neither we, nor our subsidiaries,
have received any permits, authorizations and approvals from any governmental agency, as we do not believe our operations require any
such permissions or approvals. There can be no assurance, however, that regulators in China will not take a contrary view or will not
subsequently require us to undergo the approval procedures and subject us to penalties for non-compliance. The foregoing statements are
based on our management’s belief and we have determined not to seek an opinion of local counsel to verify our management’s
belief. We made this decision based on the types of activities we conduct in China, which do not believe raises any issues under Chinese
law. Notwithstanding the foregoing, we, our subsidiaries, and investors in our securities would be materially harmed if (i) we do not
receive or maintain such permissions or approvals, (ii) we inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future.
To the extent cash in the business is
in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions
in or the imposition of restrictions and limitations on the ability of our Company, or our subsidiaries, by the PRC government to transfer
cash.
The PRC government imposes
controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC.
If, in the future, we maintain cash in the PRC, shortages in foreign currencies may restrict our ability to pay dividends or other payments,
or otherwise satisfy any foreign currency denominated obligations, if any. Approval from appropriate government authorities is required
if Renminbi is converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated
in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account
transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders.
As a result of the above,
to the extent cash in the business is in the PRC or a PRC entity, such funds or assets may not be available to fund operations or for
other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations on the ability of us, or our
subsidiaries, by the competent government to the transfer of cash.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in
this prospectus may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
These statements relate to future events concerning our business and to our future revenues, operating results and financial condition.
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “forecast,” “predict,” “propose,” “potential” or “continue,”
or the negative of those terms or other comparable terminology.
Any forward-looking statements
contained in this prospectus are only estimates or predictions of future events based on information currently available to our management
and management’s current beliefs about the potential outcome of future events. Whether these future events will occur as management
anticipates, whether we will achieve our business objectives, and whether our revenues, operating results or financial condition will
improve in future periods are subject to numerous risks. There are a number of important factors that could cause actual results to differ
materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss under
the heading “Risk Factors” and in other sections of our Annual Report on Form 20-F for the year ended September 30, 2021,
as filed with the Securities and Exchange Commission (the “SEC”), as well as in our other reports filed from time to time
with the SEC that are incorporated by reference into this prospectus. You should read these factors and the other cautionary statements
made in this prospectus and in the documents we incorporate by reference into this prospectus as being applicable to all related forward-looking
statements wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus. If one or more of
these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary
materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake
no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law.
OFFERING STATISTICS
AND EXPECTED TIMELINE
We
may sell from time to time pursuant to this prospectus (as may be detailed in an applicable prospectus supplement) an indeterminate number
of shares, debt securities, warrants and/or units comprising any combination of these securities, as shall have a maximum aggregate offering
price of $75 million. The actual price per share of the ordinary shares that we will offer, or per security of the securities that we
will offer, pursuant hereto will depend on a number of factors that may be relevant as of the time of offer. See “Plan of Distribution.”
CAPITALIZATION AND INDEBTEDNESS
Our
capitalization will be set forth in a prospectus supplement to this prospectus or in a Report of Foreign Private Issuer on Form 6-K subsequently
furnished to the SEC and specifically incorporated herein by reference.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying prospectus
supplement, the net proceeds from the sale of securities by our Company under this prospectus will be used for:
We intend to use the remaining
net proceeds from this offering for:
| ● | working
capital purposes; |
| ● | expanding
existing businesses or acquiring or investing in businesses; |
| ● | debt
reduction or debt refinancing; |
| ● | capital
expenditures; and |
| ● | other
general corporate purposes. |
Although we intend to use
the net proceeds of this offering for the foregoing purposes, the planned expenditures may change significantly and may not be in the
order of priority as indicated above. As a result, our management will have broad discretion in the allocation of any net proceeds. Pending
use of any net proceeds, we would expect to invest any proceeds in a variety of capital preservation instruments, including short-term,
investment-grade, interest-bearing instruments.
DIVIDEND POLICY
The holders of our common
shares are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors
has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to
pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments
from our operating subsidiary and other holdings and investments. In addition, our operating companies may, from time to time, be subject
to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions
on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation,
dissolution or winding up, holders of our common shares are entitled to receive, ratably, the net assets available to shareholders after
payment of all creditors.
DESCRIPTION OF SECURITIES
We were incorporated as
a BVI business company under the BVI Business Companies Act (as amended) (the “BVI Act”) on December 13, 2017 under
the name “EpicQuest Education Group International Limited.”
We may issue from time to
time, in one or more offerings, shares, debt securities, warrants and/or units comprising any combination of these securities. We will
set forth in the applicable prospectus supplement a description of debt securities and warrants, and, in certain cases, the shares that
may be offered under this prospectus. The terms of the offering of securities, the initial offering price and the net proceeds to us will
be contained in the prospectus supplement, and other offering material, relating to such offer. The supplement may also add, update or
change information contained in this prospectus. You should carefully read this prospectus and any supplement before you invest in any
of our securities.
Description of Share Capital and Memorandum
and Articles of Association
On October 25, 2020, our Board
of Directors and shareholders approved a 1-for-0.63 reverse stock split of our issued and outstanding shares (the “Reverse Stock
Split”), which became effective on November 11, 2020.
As of the date of this prospectus,
we are authorized to issue a maximum of 31,500,000 shares with a par value of $0.0016 each (hereafter referred to as “common shares”).
The following are summaries of the material provisions of our Memorandum and Articles of Association; a copy of these documents are filed
as exhibits to the registration statement of which this prospectus is a part.
Shares
All of our issued common shares
are fully paid and non-assessable. Certificates evidencing the common shares are issued in registered form. Our shareholders who are non-residents
of the British Virgin Islands may freely hold and vote their common shares.
Distributions
The holders of our common
shares are entitled to such dividends as may be declared by our board of directors subject to the BVI Act.
Voting rights
Any action required or permitted
to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be
effected by a resolution in writing. At each meeting of shareholders, each shareholder who is present in person or by proxy (or, in the
case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each common share that such shareholder
holds.
Election of directors
Delaware law permits cumulative
voting for the election of directors only if expressly authorized in the certificate of incorporation. The laws of the British Virgin
Islands, however, do not specifically prohibit or restrict the creation of cumulative voting rights for the election of our directors.
Cumulative voting is not a concept that is accepted as a common practice in the British Virgin Islands, and we have made no provisions
in our memorandum and articles of association to allow cumulative voting for elections of directors.
Meetings
We must provide written notice
of all meetings of shareholders, stating the time, date and place at least 7 days before the date of the proposed meeting to those persons
whose names appear as shareholders in the register of members on the date of the notice and are entitled to vote at the meeting. Our board
of directors shall call a meeting of shareholders upon the written request of shareholders holding at least 30% of our outstanding voting
shares. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders may be called
on short notice if at least 90% of the common shares entitled to vote on the matters to be considered at the meeting have waived notice
of the meeting, and presence at the meeting shall be deemed to constitute waiver for this purpose.
At any meeting of shareholders,
a quorum will be present if there are shareholders present in person or by proxy representing not less than 50% of the issued common shares
entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy.
If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders.
In any other case, the meeting shall be adjourned to the next business day, and if shareholders representing not less than one-third of
the votes of the common shares or each class of shares entitled to vote on the matters to be considered at the meeting are present within
one hour of the start time of the adjourned meeting, a quorum will be present. If not, the meeting will be dissolved. No business may
be transacted at any meeting of shareholders unless a quorum is present at the commencement of business. If present, the chair of our
board of directors shall be the chair presiding at any meeting of the shareholders. If the chair of our board is not present then the
shareholders present shall choose a shareholder to chair the meeting of the shareholders.
A corporation that is a shareholder
shall be deemed for the purpose of our memorandum and articles of association to be present in person if represented by its duly authorized
representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were our individual shareholder.
Protection of minority shareholders
The BVI Act offers some limited
protection of minority shareholders. The principal protection under statutory law is that shareholders may apply to the BVI court for
an order directing the company or its director(s) to comply with, or restraining the company or a director from engaging in conduct that
contravenes, the BVI Act or the company’s Memorandum and Articles of Association. Under the BVI Act, the minority shareholders have
a statutory right to bring a derivative action in the name of and on behalf of the company in circumstances where a company has a cause
of action against its directors. This remedy is available at the discretion of the BVI court. A shareholder may also bring an action against
the company for breach of duty owed to him as a member. A shareholder who considers that the affairs of the company have been, are being
or likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly
discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI court for an order to remedy the situation.
There are common law rights
for the protection of shareholders that may be invoked, largely dependent on English company law. Under the general rule pursuant to English
company law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company
at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the
majority or the Board of Directors. However, every shareholder is entitled to have the affairs of the company conducted properly according
to BVI law and the constituent documents of the company. As such, if those who control the company have persistently disregarded the requirements
of company law or the provisions of the company’s Memorandum and Articles of Association, then the courts may grant relief. Generally,
the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the authorized
business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the wrongdoers
control the company; (3) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to
vote; and (4) where the company has not complied with provisions requiring approval of a special or extra common majority of shareholders.
Pre-emptive rights
There are no pre-emptive rights
applicable to the issue by us of new common shares under either BVI law or our memorandum and articles of association.
Transfer of common shares
Subject to the restrictions
in our memorandum and articles of association, the lock-up agreements with our underwriters described in “Shares Eligible for Future
Sale—Lock-Up Agreements” and applicable securities laws, any of our shareholders may transfer all or any of his or her common
shares by written instrument of transfer signed by the transferor and containing the name and address of the transferee. Our board of
directors may resolve by resolution to refuse or delay the registration of the transfer of any common share. If our board of directors
resolves to refuse or delay any transfer, it shall specify the reasons for such refusal in the resolution. Our directors may not resolve
or refuse or delay the transfer of a common share unless the person transferring the shares has failed to pay any amount due in respect
of any of those shares.
Liquidation
As permitted by BVI law and
our memorandum and articles of association, the company may be voluntarily liquidated by a resolution of shareholders or, if permitted
under section 199(2) of the BVI Act, by a resolution of directors if we have no liabilities or we are able to pay our debts as they fall
due and the value of our assets equals or exceeds our liabilities by resolution of directors and resolution of shareholders.
Calls on common shares and forfeiture of common shares
Our board of directors may,
on the terms established at the time of the issuance of such shares or as otherwise agreed, make calls upon shareholders for any amounts
unpaid on their common shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The common
shares that have been called upon and remain unpaid are subject to forfeiture. For the avoidance of doubt, if the issued common shares
have been fully paid in accordance with the terms of its issuance and subscription, the directors shall not have the right to make calls
on such fully paid common shares and such fully paid common shares shall not be subject to forfeiture.
Redemption of common shares
Subject to the provisions
of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms
and in such manner as may be determined by our memorandum and articles of association and subject to any applicable requirements imposed
from time to time by, the BVI Act, the SEC, the NASDAQ Capital Market, or by any recognized stock exchange on which our securities are
listed.
Modifications of rights
If at any time, the Company
is authorized to issue more than one class of common shares, all or any of the rights attached to any class of shares may be amended only
with the consent in writing of or by a resolution passed at a meeting of not less than 50% of the shares of the class to be affected.
Changes in the number of shares we are authorized
to issue and those in issue
We may from time to time by
resolution of our board of directors or by a resolution of shareholders:
| ● | amend
our memorandum of association to increase or decrease the maximum number of shares we are authorized to issue; |
| ● | subject
to our memorandum of association, divide our authorized and issued shares into a larger number of shares; and |
| ● | subject
to our memorandum of association, combine our authorized and issued shares into a smaller number of shares. |
Untraceable shareholders
We are not entitled to sell the shares of a shareholder
who is untraceable.
Inspection of books and records
Under BVI Law, holders of
our common shares are entitled, upon giving written notice to us, to inspect (i) our memorandum and articles of association, (ii) the
register of members, (iii) the register of directors and (iv) minutes of meetings and resolutions of members, and to make copies and take
extracts from the documents and records. However, our directors can refuse access if they are satisfied that to allow such access would
be contrary to our interests. See “Where You Can Find More Information.”
Rights of non-resident or foreign shareholders
There are no limitations imposed
by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights
on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above
which shareholder ownership must be disclosed.
Issuance of additional common shares
Our memorandum and articles
of association authorizes our board of directors to issue additional common shares from authorized but unissued shares, to the extent
available, from time to time as our board of directors shall determine.
Differences in Corporate Law
The BVI Act and the laws of
the BVI affecting BVI companies like us and our shareholders differ from laws applicable to U.S. corporations and their shareholders.
Set forth below is a summary of the significant differences between the provisions of the laws of the British Virgin Islands applicable
to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and similar arrangements
The BVI Act provides for mergers
as that expression is understood under United States corporate law. Under the BVI Act, two or more companies may either merge into one
of such existing companies (the “surviving company”) or consolidate with both existing companies ceasing to exist and forming
a new company (the “consolidated company”). The procedure for a merger or consolidation between the company and another company
(which need not be a British Virgin Islands company, and which may be the company’s parent or subsidiary, but need not be) is set
out in the BVI Act. The directors of the British Virgin Islands company or British Virgin Islands companies which are to merge or consolidate
must approve a written plan of merger or consolidation which, with the exception of a merger between a parent company and its subsidiary,
must also be approved by a resolution of a majority of the shareholders who are entitled to vote and actually vote at a quorate meeting
of shareholders or by written resolution of the shareholders of the British Virgin Islands company or British Virgin Islands companies
which are to merge. A foreign company which is able under the laws of its foreign jurisdiction to participate in the merger or consolidation
is required by the BVI Act to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The company
must then execute articles of merger or consolidation, containing certain prescribed details. The plan and articles of merger or consolidation
are then filed with the Registrar of Corporate Affairs in the British Virgin Islands. The Registrar then registers the articles of merger
or consolidation and any amendment to the memorandum and articles of the surviving company in a merger or the memorandum and articles
of association of the new consolidated company in a consolidation and issue a certificate of merger or consolidation (which is conclusive
evidence of compliance with all requirements of the BVI Act in respect of the merger or consolidation). The merger is effective on the
date that the articles of merger are registered with the Registrar or on such subsequent date, not exceeding thirty days, as is stated
in the articles of merger or consolidation.
As soon as a merger becomes
effective: (a) the surviving company or consolidated company (so far as is consistent with its memorandum and articles of association,
as amended or established by the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes
of each of the constituent companies; (b) in the case of a merger, the memorandum and articles of association of any surviving company
are automatically amended to the extent, if any, that changes to its amended memorandum and articles of association are contained in the
articles of merger or, in the case of a consolidation, the memorandum and articles of association filed with the articles of consolidation
are the memorandum and articles of the consolidated company; (c) assets of every description, including choses-in-action and the business
of each of the constituent companies, immediately vest in the surviving company or consolidated company; (d) the surviving company or
consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies; (e) no conviction,
judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company
or against any member, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (f) no proceedings,
whether civil or criminal, pending at the time of a merger by or against a constituent company, or against any member, director, officer
or agent thereof, are abated or discontinued by the merger or consolidation; but: (i) the proceedings may be enforced, prosecuted, settled
or compromised by or against the surviving company or consolidated company or against the member, director, officer or agent thereof;
as the case may be; or (ii) the surviving company or consolidated company may be substituted in the proceedings for a constituent company.
The Registrar shall strike off the register of companies each constituent company that is not the surviving company in the case of a merger
and all constituent companies in the case of a consolidation.
If the directors determine
it to be in the best interests of the company, it is also possible for a merger to be approved as a Court approved plan of arrangement
or scheme of arrangement in accordance with the BVI Act. However, we do not anticipate the use of such statutory provisions because we
expect the required terms of the initial business combination will be capable of being achieved through other means, such as a merger
or consolidation (as described above), a share exchange, asset acquisition or control, through contractual arrangements, of an operating
business.
Shareholders’ suits
There are both statutory and
common law remedies available to our shareholders as a matter of British Virgin Islands law. These are summarized below.
Prejudiced members
A shareholder who considers
that the affairs of the company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the company
have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in that capacity, can apply to the
court under Section 184I of the BVI Act, inter alia, for an order that his shares be acquired, that he be provided compensation, that
the Court regulate the future conduct of the company, or that any decision of the company which contravenes the BVI Act or our memorandum
and articles of association be set aside. Section 184C of the BVI Act provides that a shareholder of a company may, with the leave of
the Court, bring an action in the name of the company to redress any wrong done to it, i.e., derivate actions.
Just and equitable winding up
In addition to the statutory
remedies outlined above, shareholders can also petition for the winding up of a company on the grounds that it is just and equitable for
the court to so order. Save in exceptional circumstances, this remedy is only available where the company has been operated as a quasi-partnership
and trust and confidence between the partners has broken down.
Indemnification of directors and executive officers and limitation
of liability
BVI law does not limit the
extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent
any provision providing indemnification may be held by the BVI courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Under our memorandum and articles of association, we indemnify against
all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection
with legal, administrative or investigative proceedings for any person who:
| ● | is
or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative
or investigative, by reason of the fact that the person is or was our director; or |
| ● | is
or was, at our request, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership,
joint venture, trust or other enterprise. |
These indemnities only apply
if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person
had no reasonable cause to believe that his conduct was unlawful.
This standard of conduct is
generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Anti-takeover provisions in our Memorandum
and Articles of Association
Some provisions of our memorandum
and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider
favorable. However, under BVI law, our directors may only exercise the rights and powers granted to them under our memorandum and articles
of association, as amended and restated from time to time, as they believe in good faith to be in the best interests of our company.
Directors’ fiduciary duties
Under Delaware corporate law,
a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty
of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent
person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all
material information reasonably available regarding a significant transaction.
The duty of loyalty requires
that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position
for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation
and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the
shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the
honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence
of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must
prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.
Under BVI law, our directors
owe the company certain statutory and fiduciary duties including, among others, a duty to act honestly, in good faith, for a proper purpose
and with a view to what the directors believe to be in the best interests of the company. Our directors are also required, when exercising
powers or performing duties as a director, to exercise the care, diligence and skill that a reasonable director would exercise in comparable
circumstances, taking into account without limitation, the nature of the company, the nature of the decision and the position of the director
and the nature of the responsibilities undertaken. In the exercise of their powers, our directors must ensure neither they nor the company
acts in a manner which contravenes the BVI Act or our memorandum and articles of association, as amended and restated from time to time.
However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders
provided that there is full disclosure by the directors. This can be done by way of permission granted in our memorandum and articles
of association or alternatively by shareholder approval at general meetings.
Shareholder action by written consent
Under the Delaware General
Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation.
BVI law provides that shareholders may approve corporate matters by way of a written resolution without a meeting signed by or on behalf
of shareholders sufficient to constitute the requisite majority of shareholders who would have been entitled to vote on such matter at
a general meeting; provided that if the consent is less than unanimous, notice must be given to all non-consenting shareholders.
Shareholder proposals
Under the Delaware General
Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with
the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized
to do so in the governing documents, but shareholders may be precluded from calling special meetings. BVI law and our memorandum and articles
of association allow our shareholders holding not less than 30% of the votes of the outstanding voting shares to requisition a shareholders’
meeting. We are not obliged by law to call shareholders’ annual general meetings, but our memorandum and articles of association
do permit the directors to call such a meeting. The location of any shareholders’ meeting can be determined by the board of directors
and can be held anywhere in the world.
Cumulative voting
Under the Delaware General
Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation
specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors
since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases
the shareholder’s voting power with respect to electing such director. As permitted under BVI law, our memorandum and articles of
association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this
issue than shareholders of a Delaware corporation.
Removal of directors
Under the Delaware General
Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of
the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum and articles
of association, directors can be removed from office, with or without cause, by a resolution of shareholders called for the purpose of
removing the director or for purposes including the removal of the director or by written resolution passed by at least 75% of the votes
of the shareholders of the Company. Directors can also be removed by a resolution of directors passed at a meeting of directors called
for the purpose of removing the director or for purposes including the removal of the director.
Transactions with interested shareholders
The Delaware General Corporation
Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically
elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain
business combinations with an “interested shareholder” for three years following the date that such person becomes an interested
shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding
voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid
for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the
date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the
transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public
corporation to negotiate the terms of any acquisition transaction with the target’s board of directors. BVI law has no comparable
statute and our memorandum and articles of association fails to expressly provide for the same protection afforded by the Delaware business
combination statute.
Dissolution; Winding Up
Under the Delaware General
Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding
100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by
a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate
of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the BVI Act and our
memorandum and articles of association, we may appoint a voluntary liquidator by a resolution of the shareholders.
Variation of rights of shares
Under the Delaware General
Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such
class, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of association, if at any time our
shares are divided into different classes of shares, the rights attached to any class may only be varied, whether or not our company is
in liquidation, with the consent in writing of or by a resolution passed at a meeting by a majority of the votes cast by those entitled
to vote at a meeting of the holders of the issued shares in that class.
Amendment of governing documents
Under the Delaware General
Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled
to vote, unless the certificate of incorporation provides otherwise. As permitted by BVI law, our memorandum and articles of association
may be amended by a resolution of shareholders and, subject to certain exceptions, by a resolution of directors. An amendment is effective
from the date it is registered at the Registry of Corporate Affairs in the BVI.
Stock Transfer Agent
VStock Transfer is our company’s
stock transfer agent. VStock’s contact information is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, tel. (212) 828-8436.
Description of Debt Securities
We may issue series of debt
securities, which may include debt securities exchangeable for or convertible into shares. When we offer to sell a particular series of
debt securities, we will describe the specific terms of that series in a supplement to this prospectus. The following description of debt
securities will apply to the debt securities offered by this prospectus unless we provide otherwise in the applicable prospectus supplement.
The applicable prospectus supplement for a particular series of debt securities may specify different or additional terms.
The debt securities offered
by this prospectus may be secured or unsecured, and may be senior debt securities, senior subordinated debt securities or subordinated
debt securities. The debt securities offered by this prospectus may be issued under an indenture between us and the trustee under the
indenture. The indenture may be qualified under, subject to, and governed by, the Trust Indenture Act of 1939, as amended. We have summarized
selected portions of the indenture below. The summary is not complete. The form of the indenture has been incorporated by reference as
an exhibit to the registration statement on Form F-3, of which this prospectus is a part, and you should read the indenture for provisions
that may be important to you.
The terms of each series of
debt securities will be established by or pursuant to a resolution of our board of directors and detailed or determined in the manner
provided in a board of directors’ resolution, an officers’ certificate and by a supplemental indenture. The particular terms
of each series of debt securities will be described in a prospectus supplement relating to the series, including any pricing supplement.
We may issue any amount of
debt securities under the indenture, which may be in one or more series with the same or different maturities, at par, at a premium or
at a discount. We will set forth in a prospectus supplement, including any related pricing supplement, relating to any series of debt
securities being offered, the initial offering price, the aggregate principal amount offered and the terms of the debt securities, including,
among other things, the following:
the title of the debt
securities;
| ● | the price or prices (expressed as a percentage of the aggregate
principal amount) at which we will sell the debt securities; |
| ● | any limit on the aggregate principal amount of the debt securities; |
| ● | the date or dates on which we will repay the principal on
the debt securities and the right, if any, to extend the maturity of the debt securities; |
| ● | the rate or rates (which may be fixed or variable) per annum
or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index)
at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest
will be payable and any regular record date for any interest payment date; |
| ● | the place or places where the principal of, premium, and interest
on the debt securities will be payable, and where the debt securities of the series that are convertible or exchangeable may be surrendered
for conversion or exchange; |
| ● | any obligation or right we have to redeem the debt securities
pursuant to any sinking fund or analogous provisions or at the option of holders of the debt securities or at our option, and the terms
and conditions upon which we are obligated to or may redeem the debt securities; |
| ● | any obligation we have to repurchase the debt securities at
the option of the holders of debt securities, the dates on which and the price or prices at which we will repurchase the debt securities
and other detailed terms and provisions of these repurchase obligations; |
| ● | the denominations in which the debt securities will be issued; |
| ● | whether the debt securities will be issued in the form of
certificated debt securities or global debt securities; |
| ● | the portion of principal amount of the debt securities payable
upon declaration of acceleration of the maturity date, if other than the principal amount; |
| ● | the currency of denomination of the debt securities; |
| ● | the designation of the currency, currencies or currency units
in which payment of principal of, premium and interest on the debt securities will be made; |
| ● | if payments of principal of, premium or interest on, the debt
securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated,
the manner in which the exchange rate with respect to these payments will be determined; |
| ● | the manner in which the amounts of payment of principal of,
premium or interest on, the debt securities will be determined, if these amounts may be determined by reference to an index based on
a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to
a commodity, commodity index, stock exchange index or financial index; |
| ● | any provisions relating to any security provided for the debt
securities; |
| ● | any addition to or change in the events of default described
in the indenture with respect to the debt securities and any change in the acceleration provisions described in the indenture with respect
to the debt securities; |
| ● | any addition to or change in the covenants described in the
indenture with respect to the debt securities; |
| ● | whether the debt securities will be senior or subordinated
and any applicable subordination provisions; |
| ● | a discussion of any material U.S. federal income tax considerations
applicable to the debt securities; |
| ● | any other terms of the debt securities, which may modify any
provisions of the indenture as it applies to that series; and |
| ● | any depositaries, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to the debt securities. |
We may issue debt securities
that are exchangeable for and/or convertible into shares. The terms, if any, on which the debt securities may be exchanged and/or converted
will be set forth in the applicable prospectus supplement. Such terms may include provisions for exchange or conversion, which can be
mandatory, at the option of the holder or at our option, and the manner in which the number of shares or other securities to be received
by the holders of debt securities would be calculated.
We may issue debt securities
that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity
pursuant to the terms of the indenture. We will provide you with information on the U.S. federal income tax considerations, and other
special considerations applicable to any of these debt securities, in the applicable prospectus supplement. If we denominate the purchase
price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and
any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or
units, we will provide you with information on the restrictions, elections, specific terms and other information with respect to that
issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.
We may issue debt securities
of a series in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary
identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form.
Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except
as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary
or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such
successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations
upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.
The indenture and the debt
securities will be governed by, and construed in accordance with, the internal laws of the State of New York, unless we otherwise specify
in the applicable prospectus supplement.
Description of Warrants
We may issue and offer warrants
under the material terms and conditions described in this prospectus and any accompanying prospectus supplement. The accompanying prospectus
supplement may add, update or change the terms and conditions of the warrants as described in this prospectus.
General
We may issue warrants to purchase
our shares, or debt securities. Warrants may be issued independently or together with any securities and may be attached to or separate
from those securities. The warrants will be issued under warrant agreements to be entered into between us and a bank or trust company,
as warrant agent, all of which will be described in the prospectus supplement relating to the warrants we are offering. The warrant agent
will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or
with any holders or beneficial owners of warrants.
Equity Warrants
Each equity warrant issued
by us will entitle its holder to purchase the equity securities designated at an exercise price set forth in, or to be determinable as
set forth in, the related prospectus supplement. Equity warrants may be issued separately or together with equity securities.
The equity warrants are to
be issued under equity warrant agreements to be entered into between us and one or more banks or trust companies, as equity warrant agent,
as will be set forth in the applicable prospectus supplement and this prospectus.
The particular terms of the
equity warrants, the equity warrant agreements relating to the equity warrants and the equity warrant certificates representing the equity
warrants will be described in the applicable prospectus supplement, including, as applicable:
| ● | the title of the equity warrants; |
| ● | the initial offering price; |
| ● | the aggregate amount of equity warrants and the aggregate
amount of equity securities purchasable upon exercise of the equity warrants; |
| ● | the currency or currency units in which the offering price,
if any, and the exercise price are payable; |
| ● | if applicable, the designation and terms of the equity securities
with which the equity warrants are issued, and the amount of equity warrants issued with each equity security; |
| ● | the date, if any, on and after which the equity warrants and
the related equity security will be separately transferable; |
| ● | if applicable, the minimum or maximum amount of the equity
warrants that may be exercised at any one time; |
| ● | the date on which the right to exercise the equity warrants
will commence and the date on which the right will expire; |
| ● | if applicable, a discussion of United States federal income
tax, accounting or other considerations applicable to the equity warrants; |
| ● | anti-dilution provisions of the equity warrants, if any; |
| ● | redemption or call provisions, if any, applicable to the equity
warrants; and |
| ● | any additional terms of the equity warrants, including terms,
procedures and limitations relating to the exchange and exercise of the equity warrants. |
Holders of equity warrants
will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice as shareholders
with respect to any meeting of shareholders for the election of directors or any other matters, or to exercise any rights whatsoever as
a holder of the equity securities purchasable upon exercise of the equity warrants.
Debt Warrants
Each debt warrant issued by
us will entitle its holder to purchase the debt securities designated at an exercise price set forth in, or to be determinable as set
forth in, the related prospectus supplement. Debt warrants may be issued separately or together with debt securities.
The debt warrants are to be
issued under debt warrant agreements to be entered into between us, and one or more banks or trust companies, as debt warrant agent, as
will be set forth in the applicable prospectus supplement and this prospectus. The particular terms of each issue of debt warrants, the
debt warrant agreement relating to the debt warrants and the debt warrant certificates representing debt warrants will be described in
the applicable prospectus supplement, including, as applicable:
| ● | the title of the debt warrants; |
| ● | the initial offering price; |
| ● | the title, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the debt warrants; |
| ● | the currency or currency units in which the offering price,
if any, and the exercise price are payable; |
| ● | the title and terms of any related debt securities with which
the debt warrants are issued and the amount of the debt warrants issued with each debt security; |
| ● | the date, if any, on and after which the debt warrants and
the related debt securities will be separately transferable; |
| ● | the principal amount of debt securities purchasable upon exercise
of each debt warrant and the price at which that principal amount of debt securities may be purchased upon exercise of each debt warrant; |
| ● | if applicable, the minimum or maximum amount of warrants that
may be exercised at any one time; |
| ● | the date on which the right to exercise the debt warrants
will commence and the date on which the right will expire; |
| ● | if applicable, a discussion of United States federal income
tax, accounting or other considerations applicable to the debt warrants; |
| ● | whether the debt warrants represented by the debt warrant
certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered; |
| ● | anti-dilution provisions of the debt warrants, if any; |
| ● | redemption or call provisions, if any, applicable to the debt
warrants; and |
| ● | any additional terms of the debt warrants, including terms,
procedures and limitations relating to the exchange and exercise of the debt warrants. |
Debt warrant certificates
will be exchangeable for new debt warrant certificates of different denominations and, if in registered form, may be presented for registration
of transfer, and debt warrants may be exercised at the corporate trust office of the debt warrant agent or any other office indicated
in the related prospectus supplement. Before the exercise of debt warrants, holders of debt warrants will not be entitled to payments
of principal of, premium, if any, or interest, if any, on the debt securities purchasable upon exercise of the debt warrants, or to enforce
any of the covenants in the indentures governing such debt securities.
Description of Units
We may issue, in one or more
series, units comprised of shares of our shares, debt securities, warrants or any combination of these securities. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security.
We may evidence units by unit
certificates that we issue under a separate agreement. We may issue the units under a unit agreement between us and one or more unit agents.
If we elect to enter into a unit agreement with a unit agent, the unit agent will act solely as our agent in connection with the units
and will not assume any obligation or relationship of agency or trust for or with any registered holders of units or beneficial owners
of units. We will indicate the name and address and other information regarding the unit agent in the applicable prospectus supplement
relating to a particular series of units if we elect to use a unit agent.
We will describe in the applicable
prospectus supplement the terms of the series of units being offered, including: (i) the designation and terms of the units and of the
securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
(ii) any provisions of the governing unit agreement that differ from those described herein; and (iii) any provisions for the issuance,
payment, settlement, transfer or exchange of the units or of the securities comprising the units.
The other provisions regarding
our shares, warrants and debt securities as described in this section will apply to each unit to the extent such unit consists of shares,
warrants and/or debt securities.
PLAN OF DISTRIBUTION
We may sell or distribute
the securities offered by this prospectus, from time to time, in one or more offerings, as follows:
| ● | to dealers or underwriters for resale; |
| ● | directly to investors; or |
| ● | through a combination of any of these methods of sale. |
| ● | We will set forth in a prospectus supplement or free writing
prospectus the terms of the offering of securities, including: |
| ● | the name or names of any agents or underwriters; |
| ● | the purchase price of the securities being offered and the
proceeds we will receive from the sale; |
| ● | any over-allotment options under which underwriters may purchase
additional securities from us; |
| ● | any agency fees or underwriting discounts and other items
constituting agents’ or underwriters’ compensation; |
| ● | the public offering price; |
| ● | any discounts or concessions allowed or reallowed or paid
to dealers; and |
| ● | any securities exchanges on which such securities may be listed. |
If
we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may
resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth
in the applicable underwriting agreement. The underwriters will be obligated to purchase all the securities of the series offered if they
purchase any of the securities of that series. We may change from time to time any public offering price and any discounts or concessions
the underwriters allow or reallow or pay to dealers. We may use underwriters with whom we have a material relationship. We will describe
in a prospectus supplement or free writing prospectus naming the underwriter and the nature of any such relationship.
We may designate agents who
agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell securities on a continuing basis.
We may also sell securities directly to one or
more purchasers without using underwriters or agents.
Underwriters, dealers and
agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts
or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions
under the Securities Act. We will identify in the applicable prospectus supplement or a free writing prospectus any underwriters, dealers
or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnity them against
specified civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions
with or perform services for us in the ordinary course of their businesses.
We will bear all costs, expenses
and fees in connection with the registration of the securities as well as the expenses of all commissions and discounts, if any, attributable
to the sales of securities by us.
Unless otherwise specified
in the applicable prospectus supplement or any free writing prospectus, each class or series of securities will be a new issue with no
established trading market, other than our shares, which are listed on the NASDAQ Capital Market. We may elect to list any other class
or series of securities on any exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market
in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time
without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.
In connection with an offering,
an underwriter may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities
than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the
underwriters’ option to purchase additional securities, if any, from us in the offering. If the underwriters have an over-allotment
option to purchase additional securities from us, the underwriters may close out any covered short position by either exercising their
over-allotment option or purchasing securities in the open market. In determining the source of securities to close out the covered short
position, the underwriters may consider, among other things, the price of securities available for purchase in the open market as compared
to the price at which they may purchase securities through the over-allotment option. “Naked” short sales are any sales in
excess of such option or where the underwriters do not have an over-allotment option. The underwriters must close out any naked short
position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned
that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors
who purchase in the offering.
Accordingly, to cover these
short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid for or purchase securities
in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other
broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether
in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market
price of the securities at a level above that which might otherwise prevail in the open market. The impositions of a penalty bid may also
affect the price of the securities to the extent that it discourages resale of the securities. The magnitude or effect of any stabilization
or other transactions is uncertain. These transactions may be effected on the NASDAQ Capital Market or otherwise and, if commenced, may
be discontinued at any time.
We may enter into derivative
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities
pledged by or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities
received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and will be identified in the applicable prospectus supplement or a post-effective amendment.
In addition, we may loan or
pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such
financial institution or third party may transfer its economic short position to investors in our securities or in connection with a concurrent
offering of other securities offered by this prospectus or otherwise.
DILUTION
If required, we will set forth
in a prospectus supplement the following information regarding any material dilution of the equity interests of investors purchasing securities
in an offering under this prospectus:
| ● | the
net tangible book value per share of our equity securities before and after the offering; |
| ● | the
amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering;
and |
| ● | the
amount of the immediate dilution from the public offering price which will be absorbed by such purchasers. |
TAXATION
Material income tax consequences
relating to the purchase, ownership and disposition of any of the securities offered by this prospectus will be set forth in the applicable
prospectus supplement relating to the offering of those securities.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under
the laws of the British Virgin Islands with limited liability. We are incorporated in the British Virgin Islands because of certain benefits
associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable
tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However,
the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for
investors to a significantly lesser extent. In addition, British Virgin Islands companies may not have standing to sue before the federal
courts of the United States.
Substantially all of our assets
are located in the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other
than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result,
it may be difficult for investors to effect service of process within the United States upon us or such persons or to enforce against
them or against us, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of
the securities laws of the United States or any state thereof.
Jianbo
Zhang, our Chairman and CEO; Yunxia Xu, our Chief Operating Officer and Chief Marketing Officer; Jing Li, our Chief Development Officer;
and Bo Yu, our Chief Programs Officer, are located in China. There is uncertainty as to whether the courts of China would (i) recognize
or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions
of the securities laws of the United States or any state thereof, or (ii) be competent to hear original actions brought in each respective
jurisdiction, against us or such persons predicated upon the securities laws of the United States or any state thereof. We do not believe
PRC courts will enforce a foreign judgment against us or our officers and directors if the court decides that such judgment violates
the basic principles of PRC law or national sovereignty, security or social public interest.
We have appointed Puglisi
& Associates as our agent to receive service of process with respect to any action brought against us in the United States District
Court for the Southern District of New York under the federal securities laws of the United States or of any State of the United States
or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of
the State of New York.
We have been advised by Ogier,
our British Virgin Islands legal counsel that the courts of the British Virgin Islands are unlikely to (i) recognize or enforce against
us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws where that liability is
in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; and (ii) to impose liabilities against
us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that
are penal in nature. The courts of the British Virgin Islands will not necessarily enter judgments in original actions brought in those
courts predicated on U.S. federal or state securities laws. Additionally, we have been advised by Ogier that there is no statutory enforcement
in the British Virgin Islands of judgments obtained in the United States, however, the courts of the British Virgin Islands will in certain
circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common
law so that no retrial of the issues would be necessary provided that: (i) the U.S. court issuing the judgment had jurisdiction in the
matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was
duly served with process; (ii) the U.S. judgment is final and for a liquidated sum; (iii) the judgment given by the U.S. court was not
in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; (iv) in obtaining judgment there was no
fraud on the part of the person in whose favor judgment was given or on the part of the court; (v) recognition or enforcement of the judgment
would not be contrary to public policy in the British Virgin Islands; and (vi) the proceedings pursuant to which judgment was obtained
were not contrary to natural justice
We incorporated in the BVI
in order to enjoy the following benefits: (1) political and economic stability; (2) an effective judicial system; (3) a favorable tax
system; (4) the absence of exchange control or currency restrictions; and (5) the availability of professional and support services. However,
certain disadvantages accompany incorporation in the BVI. These disadvantages include, but are not limited to, the following: (1) the
BVI has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less
protection to investors; and (2) BVI companies may not have standing to sue before the federal courts of the United States. Our constitutional
documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between
us, our officers, directors and shareholders, be arbitrated.
All of our operations are
conducted outside the United States, and all of our assets are located outside the United States. All of our officers are nationals or
residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States.
As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce
against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state in the United States.
LEGAL MATTERS
Certain matters as to U.S.
federal law in connection with this offering will be passed upon for us by ArentFox Schiff LLP. The validity of the issuance of the common
shares offered in this offering and legal matters as to British Virgin Islands law will be passed upon for us by Ogier. Legal matters
will be passed upon for any underwriters, dealers or agents by counsel named in the applicable prospectus supplement.
EXPERTS
Financial statements as of
September 30, 2021 and 2020, respectively, and for the years then ended appearing in this prospectus, have been included herein and in
the registration statement in reliance upon the report of ZH CPA LLC, Denver, Colorado, an independent registered public accounting firm,
appearing elsewhere herein, and upon the authority of that firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of
the registration statement and does not contain all the information in the registration statement. Any statement made in this prospectus
concerning a contract or other document of ours is not necessarily complete, and you should read the documents that are filed as exhibits
to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter. Each such statement
is qualified in all respects by reference to the document to which it refers.
We are currently subject to
periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we
are required to file with or furnish to the SEC reports, including our annual report on Form 20-F, report of foreign private issuer on
Form 6-K and other information. All information filed with or furnished to the SEC can be obtained over the Internet at the SEC’s
website at www.sec.gov.
As a foreign private issuer,
we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and
our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and
financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We also maintain a website
at www.eei-global.net, but information contained on our website is not incorporated by reference in this prospectus. You should not regard
any information on our website as a part of this prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The SEC allows us to incorporate
by reference the information we file with them. This means that we can disclose important information to you by referring you to those
documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference
of such documents should not create any implication that there has been no change in our affairs since such date. The information incorporated
by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained
in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference
in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency
between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the
information contained in the document that was filed later.
We incorporate by reference
the documents listed below:
| ● | Our
annual report on Form 20-F for the fiscal year ended September 30, 2021 filed with the SEC
on December 30, 2021. |
We
are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and certain reports on Form 6-K
that we furnish to the SEC after the date of this prospectus (if they state that they are incorporated by reference into this prospectus)
prior to the termination of the offering of securities under this Registration Statement. In all cases, you should rely on the later information
over different information included in this prospectus or any accompanying prospectus supplement.
Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the
SEC. We post our SEC filings on our website, www.eei-global.net. We will also provide to you, upon your written or oral request, without
charge, a copy of any or all of the documents we refer to above which we have incorporated in this prospectus by reference, other than
exhibits to those documents unless such exhibits are specifically incorporated by reference in the documents. You should direct your requests
to Corporate Secretary, at 1209 N. University Blvd, Middletown, OH 45042. Our telephone number at this address is +1 513-649-8350.
We are currently subject to
periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we
are required to file with or furnish to the SEC reports, including our annual report on Form 20-F, report of foreign private issuer on
Form 6-K and other information. All information filed with or furnished to the SEC can be obtained over the Internet at the SEC’s
website at www.sec.gov.
EXPENSES
The following table sets forth the aggregate expenses
in connection with this offering, all of which will be paid by us. All amounts shown are estimates, except for the SEC registration fee.
| SEC registration fee | |
$ | * | |
| FINRA fees | |
$ | * | |
| Legal fees and expenses | |
$ | * | |
| Accounting fees and expenses | |
$ | * | |
| Printing and postage expenses | |
$ | * | |
| Miscellaneous expenses | |
$ | * | |
| Total | |
$ | * | |
| * | To be provided by a prospectus supplement or as an exhibit
to a report of foreign private issuer on Form 6-K that is incorporated by reference into this registration statement. Estimated solely
for this item. Actual expenses may vary. |
EpicQuest Education Group International
Limited
Up to $75,000,000 of
Shares
Debt Securities
Warrants
Units
Prospectus
, 2022
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
BVI law does limit the extent
to which a company’s Memorandum and Articles of Association may provide for indemnification of officers and directors. Our Memorandum
and Articles of Association provides for indemnification of its officers and directors for any liability incurred in their capacities
as such, except through their own fraud or willful default to the extent permitted under British Virgin Islands law. Indemnification is
only available to a person who acted in good faith and in what that person believed to be in the best interests of our Company.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is theretofore unenforceable.
A director, officer or agent
of a company formed under the BVI laws is obligated to act honestly and in good faith and exercise care, diligence and skill of a reasonably
prudent person acting in comparable circumstances. Our constitutional documents do not relieve directors, officers or agents from personal
liability arising from the management of the business of the company. Notwithstanding the foregoing, Section 132 of the BVI Business Companies
Act permits indemnification of directors, officers and agents against all expenses, including legal fees and judgments, fines and settlements,
in respect of actions related to their employment. There are no agreements that relieve directors, officer or agents from personal liability.
We intend to obtain director and officer insurance.
Item 9. Exhibits
(a) Exhibits
The following exhibits are
filed herewith or incorporated by reference in this prospectus:
| 10.3 |
|
Indemnification Escrow Agreement (incorporated by reference to exhibit 10.8 to the Form F-1 file number: 333-251342) |
| 10.4 |
|
2019 Equity Incentive Plan (incorporated by reference to exhibit 10.10 to the Form F-1 file number: 333-251342) |
| 10.5 |
|
Employment Agreement between Elite Education Group International Limited and Jianbo Zhang, dated November 1, 2021. (incorporated by reference to exhibit 99.1 to the Form 6-K filed November 5, 2021) |
| 10.6 |
|
Employment Agreement between Elite Education Group International Limited and Zhenyu Wu, dated November 1, 2021. (incorporated by reference to exhibit 99.2 to the Form 6-K filed November 5, 2021) |
| 10.7 |
|
Employment Agreement between Elite Education Group International Limited and Yunxia Xu, dated November 1, 2021. (incorporated by reference to exhibit 99.3 to the Form 6-K filed November 5, 2021) |
| 10.8 |
|
Employment Agreement between Elite Education Group International Limited and Jing Li, dated November 1, 2021. (incorporated by reference to exhibit 99.4 to the Form 6-K filed November 5, 2021) |
| 10.9 |
|
Employment Agreement between Elite Education Group International Limited and Bo Yu, dated November 1, 2021. (incorporated by reference to exhibit 99.5 to the Form 6-K filed November 5, 2021) |
| 10.10 |
|
Non-Employee Director Compensation Plan. (incorporated by reference to exhibit 99.6 to the Form 6-K filed November 5, 2021) |
| 10.11 |
|
Stock Purchase Agreement with Ameri-Can Education Group Corp, and the holders of shares of capital stock of Ameri-Can, dated November 24, 2021. (incorporated by reference to exhibit 99.1 to the Form 6-K filed December 1, 2021) |
| 10.12 |
|
Agreement Miami University and Renda Finance and Education Technology Company (incorporated by reference to exhibit 4.12 to the Form 20-F filed December 30, 2021) |
| 10.13 |
|
Share Purchase and Sale Agreement by and between Highrim Holding International Limited, Canada EduGlobal Holdings Inc. and Richmond Institute of Languages Inc., dated January 15, 2022. (incorporated by reference to exhibit 99.1 to the Form 6-K filed with the Commission on January 21, 2022) |
| 21.1 |
|
List of Subsidiaries of the Registrant. (incorporated by reference to exhibit 21.1 to the Form F-1 file number: 333-251342) |
| 23.1 |
|
Consent of ZH CPA, LLC |
| 23.2* |
|
Consent of Ogier (included
in Exhibit 5.1) |
| 23.3* |
|
Consent of ArentFox Schiff
LLP (included in Exhibit 5.2) |
| 24.1 |
|
Power
of Attorney (previously included on signature page) |
| 25.1* |
|
Form T-1 Statement of Eligibility
and Qualification under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture. |
| 107** |
|
Filing Fee Table |
| * |
To be filed, if applicable, by amendment, or as an exhibit to a Report of Foreign Private Issuer on Form 6-K and incorporated herein by reference. |
Item 10. Undertakings
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required
by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in
the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Securities Act of 1933, or Item 8.A of Form 20-F if such financial statements
and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
| (5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
| (6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (7) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (8) | To file an application for the purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission
under section 305(b)(2) of the Act. |
| (9) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Winnipeg, Canada, on September 28, 2022.
| |
EpicQuest Education Group International
Limited |
| |
|
|
| |
By: |
/s/
Zhenyu Wu |
| |
Name: |
Zhenyu Wu |
| |
Title: |
Chief Financial Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Zhang
Jianbo |
|
Chairman, Chief Executive Officer |
|
September 28, 2022 |
| Zhang Jianbo |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Zhenyu Wu |
|
Chief Financial Officer
and Director |
|
September 28, 2022 |
| Zhenyu Wu |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
|
|
|
| Craig Wilson |
|
Independent Director |
|
September 28, 2022 |
| |
|
|
|
|
| * |
|
|
|
|
| G. Michael Pratt |
|
Independent Director |
|
September 28, 2022 |
| |
|
|
|
|
| * |
|
|
|
|
| M. Kelly Cowan |
|
Independent Director |
|
September 28, 2022 |
| By: |
/s/
Zhenyu Wu |
|
| |
Zhenyu Wu, |
|
| |
Attorney-in-fact |
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of the Company has signed this registration statement
or amendment thereto in Newark, Delaware on September 28, 2022.
| |
Authorized U.S. Representative |
| |
|
| |
Puglisi & Associates |
| |
850 Library Avenue, Suite 204 |
| |
Newark, DE 19711 |
| |
Tel: (302) 738-6680 |
| |
|
| |
By: |
/s/
Donald J. Puglisi |
| |
|
Name: |
Donald J. Puglisi |
| |
|
Title: |
Managing Director |
II-6
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