| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
EpicQuest Education Group International Ltd [ EEIQ ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 1,775(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (2) | 10/19/2033 | Ordinary Shares | 2,812(1) | $18.56(1) | D | |
| Stock Option (right to buy) | (3) | 12/30/2034 | Ordinary Shares | 2,812(1) | $17.28(1) | D | |
| Stock Option (right to buy) | (4) | 08/06/2035 | Ordinary Shares | 2,812(1) | $8.592(1) | D | |
| Stock Option (right to buy) | (5) | 10/14/2035 | Ordinary Shares | 7,031(1) | $7.168(1) | D | |
| Explanation of Responses: |
| 1. On February 17, 2026, EpicQuest Education Group International Limited (the "Company") effected a 1-for-16 reverse stock split (the "Reverse Stock Split") of the Company's ordinary shares ("Ordinary Shares"). The Reverse Stock Split resulted in a reduction in the number of shares held by the reporting person and proportional adjustments to the Company's outstanding equity awards. Accordingly, all amounts of securities reported in this Form 3 have been adjusted to reflect the Reverse Stock Split. |
| 2. On October 19, 2023, the Reporting Person received stock options to purchase 2,812 Ordinary Shares pursuant to the 2019 Plan. The stock options vested and became exercisable one year following the grant date. |
| 3. On December 30, 2024, the Reporting Person received stock options to purchase 2,812 Ordinary Shares pursuant to the 2019 Plan. The stock options vested and became exercisable one year following the grant date. |
| 4. On August 6, 2025, the Reporting Person received stock options to purchase 2,812 Ordinary Shares pursuant to the 2019 Plan. The stock options vest and become exercisable one year following the grant date. |
| 5. On October 14, 2025, the Reporting Person received stock options to purchase 7,031 Ordinary Shares pursuant to the 2019 Plan. The stock options vest and become exercisable one year following the grant date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Zhenyu Wu, Attorney in Fact | 03/26/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||