| 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 | 167,669(1) | D | |
| Ordinary Shares | 322,481(1) | I | By Wonderland Holdings International Limited(2) |
| 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) | (3) | 11/01/2031 | Ordinary Shares | 9,375(1) | $65.6(1) | D | |
| Stock Option (right to buy) | (4) | 11/01/2031 | Ordinary Shares | 3,125(1) | $65.6(1) | D | |
| Stock Option (right to buy) | (5) | 10/01/2032 | Ordinary Shares | 3,125(1) | $15.488(1) | D | |
| Stock Option (right to buy) | (6) | 10/19/2033 | Ordinary Shares | 31,250(1) | $18.56(1) | D | |
| Stock Option (right to buy) | (7) | 08/06/2035 | Ordinary Shares | 31,250(1) | $8.592(1) | D | |
| Stock Option (right to buy) | (8) | 10/14/2035 | Ordinary Shares | 78,125(1) | $7.168(1) | D | |
| Restricted Stock Units | (9) | (9) | Ordinary Shares | 23,437(1) | $0(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. Shares held by Wonderland Holdings International Limited ("Wonderland"). Jianbo Zhang is the sole shareholder and director of Wonderland and is deemed to be the beneficial owner of the securities held by Wonderland. |
| 3. On November 1, 2021, the Reporting Person received stock options to purchase 9,375 ordinary shares ("Ordinary Shares") of EpicQuest Education Group International Limited ("Company") pursuant to the 2019 Equity Incentive Plan (the "2019 Plan"). As of the filing of this report, all of these stock options have vested. |
| 4. On October 1, 2022, the Reporting Person received stock options to purchase 3,125 Ordinary Shares pursuant to the 2019 Plan. As of the filing of this report, all of these stock options have vested. |
| 5. On December 30, 2022, the Reporting Person received stock options to purchase 3,125 Ordinary Shares pursuant to the 2019 Plan. The stock options vest and become exercisable in four equal installments on the first calendar day of each full fiscal quarter under the 2019 Plan. As of the filing of this report, all of these stock options have vested. |
| 6. On October 19, 2023, the Reporting Person received stock options to purchase 31,250 Ordinary Shares pursuant to the 2019 Plan. The stock options vest and become exercisable in four annual installments on the 19th day of October. As of the filing of this report, 180,000 of these stock options have vested. |
| 7. On August 6, 2025, the Reporting Person received stock options to purchase 31,250 Ordinary Shares pursuant to the 2019 Plan. The stock options are fully vested. |
| 8. On October 14, 2025, the Reporting Person received stock options to purchase 78,125 Ordinary Shares pursuant to the 2019 Plan. The stock options are fully vested. |
| 9. On October 14, 2025, the Reporting Person received a restricted stock unit grant of 31,250 units under the 2019 Plan. The restricted stock units vest in four equal quarterly installments during the fiscal year ended September 30, 2026. Of these restricted stock units, 7,813 vested on December 31, 2025, and are not reflected on Table II. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Zhenyu Wu, Attorney in Fact | 03/18/2026 | |
| ** 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) | ||