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1、F-1/A 1 ea0226987-f1a7_epsium.htm F-1 表格第 7 号修正案截至 2025 年 1 月 8 日向美国证券交易委员会提交的文件。注册号 333-276313 美国证券交易委员会华盛顿特区 20549 修正案第7号1933 年证券法规定的F-1 表格注册声明 益普森企业有限公司（注册人的具体名称，以章程为准）不适用（注册人姓名翻译成英文）英属维尔京群岛 5180 不适用（注册或组织所在州或其他司法管辖区）（初级标准行业分类代码编号）（美国国税局雇主识别号）c/o Companhia de Comrcio Luz Limitada阿拉米达卡洛斯达桑普考博士法国电力

2、中国民用广场 235-243,14 Andar P澳门，中国特别行政区（注册人主要执行办公室的地址，包括邮政编码，以及电话号码，包括区号）Cogency 全球公司东 42 街 122 号，18 楼纽约，NY 10168（服务代理的姓名、地址（包括邮政编码）和电话号码（包括区号）2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/

3、ea0226987-f1a7_epsium.htm1/321 抄送：劳拉赫曼（Laura Hemmann），律师iTKG 法律有限责任公司103 卡内基中心,300 室新泽西州普林斯顿 08540美国+1(835)-222-4854亨利施吕特（Henry Schlueter）先生西莉亚韦莱特里先生施鲁特联合公司，PC南约塞米蒂街 5655 号，350 室格林伍德村，科罗拉多州 80111+1-303-292-3883 拟向公众出售的开始大致日期：本注册声明生效日后尽快。2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025

4、002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm2/321 如果根据证券法第 415 条的规定，本表格上登记的任何证券将延迟或连续发行，请勾选以下方框。如果根据证券法第 462(b)条提交此表格以注册发行的额外证券，请勾选以下方框并列出同一发行的先前生效的注册声明的证券法注册声明编号。如果本表格是根据证券法第 462(c)条提交的生效后修订，请勾选以下方框并列出同一发行的较早生效注册声明的证券法注册

5、声明编号。如果本表格是根据证券法第 462(d)条提交的生效后修订，请勾选以下方框并列出同一发行的较早生效注册声明的证券法注册声明编号。请勾选表明注册人是否为 1933 年证券法第 405 条定义的新兴成长型公司。新兴成长型公司 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 transitionp

6、eriod 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 fur

7、ther amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registrationstatement shall become effective on such date as the Securities and Exchange Commission,acting p

8、ursuant to such Section 8(a),may determine.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm3/321 EXPLANATORY NOTE This Registration Statement contain two prospect

9、uses,as set forth below:-Public Offering Prospectus.A prospectus to be used for this initial public offering by us of 1,000,000 Ordinary Shares(the“Public Offering Prospectus”)through the underwriter named inthe Underwriting section of the public offering prospectus.-Resale Prospectus.A prospectus t

10、o be used for the potential resale by certain selling shareholders as to 1,159,534 Ordinary Shares of the registrant respectively(the“Resale Prospectus”).The Resale Shares contained in the Resale Prospectus will not be underwritten and sold through the underwriter.The Resale Prospectus is substantiv

11、ely identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and inside front covers and back covers;the Offering section in the Prospectus Summary section on page 14 of the Public Offering Prospectus is removed and replaced with the Offeri

12、ng section on page Alt-1 of the ResaleProspectus;the Use of Proceeds sections on page 45 of the Public Offering Prospectus is removed and replaced with the Use of Proceeds section on page Alt-1 of the Resale Prospectus;the Capitalization and Dilution sections on page 47,page 48 of the Public Offerin

13、g Prospectus are deleted from the Resale Prospectus respectively;a Resale Shareholders section is included in the Resale Prospectus beginning on page Alt-2 of the Resale Prospectus;references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;the Un

14、derwriting section on page 117 of the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page Alt-3 of the Resale Prospectus;the Legal Matters section on page 122 of the Public Offering Prospectus is removed and replaced with the Legal Matters on page Alt-4 of

15、in the Resale Prospectus;and The Registrant has included in this Registration Statement,after the financial statements,a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to thePublic Offering Prospectus.The Public Offering Prospectus will exclude the A

16、lternate Pages and will be used for the public offering by the Registrant.The Resale Prospectus will be substantively identical to the PublicOffering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Resale Shareholders.The resa

17、le offering pursuant to the Resale Prospectus is contingent on the listing of our Ordinary Shares on the Nasdaq and the consummation of the Offering,and the resale offering will notbegin until such listing occurs.Thereafter,any sales pertaining to the Resale Prospectus will occur at prevailing marke

18、t prices or in privately negotiated prices.The distribution of securitiesoffered by the Resale Shareholders may be effected in one or more transactions that may take place in ordinary brokers transactions,privately negotiated transactions or through sales to one ormore dealers for resale of such sec

19、urities as principals.Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the relevant Resale Shareholders.No salesof the shares covered by the Resale Prospectus shall occur until the Ordinary Shares sold in our initial public offering begin trading on the Nas

20、daq.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm4/321 2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/ww

21、w.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm5/321 The information in this prospectus is not complete and may be changed.We may not sell the securities until the registration statement filed with the Securities and Exchange Commission iseffective.This prospectus

22、is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JANUARY 8,2025 1,000,000 Ordinary Shares EPSIUM ENTERPRISE LIMITED This is an initial p

23、ublic offering of the ordinary shares(each,an“Ordinary Share”,collectively,“Ordinary Shares”)of EPSIUM ENTERPRISE LIMITED,a British Virgin Islands company.Prior to the completion of this offering,there has been no public market for our Ordinary Shares.We are offering on a firm commitment basis 1,000

24、,000 Ordinary Shares,par value$0.00002per Ordinary Share.The Resale Shareholders are offering 1,159,534 Ordinary Shares in aggregate to be sold pursuant to the Resale Prospectus.We will not receive any proceeds from the sale ofthe Ordinary Shares to be sold by the Resale Shareholders.We expect the i

25、nitial public offering price will be between$5.00 and$7.00 per Ordinary Share.This offering is contingent upon uslisting our Ordinary Shares on the Nasdaq Capital Market(“Nasdaq”)(or another national exchange).There is no guarantee or assurance that our Ordinary Shares will be approved for listing o

26、nNasdaq(or another national exchange).We have reserved the symbol“EPSM”for purposes of listing the Ordinary Shares on Nasdaq and we plan to apply to list the Ordinary Shares on Nasdaq.We cannot assure you that our application will be approved;however,if it is not approved,we will not complete this o

27、ffering.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 15 to read about factors youshould consider before buying our Ordinary Shares.EPSIUM ENTERPRISE LIMITED was incorporated as a company limited

28、 by shares under the laws of the British Virgin Islands,formerly known as Shengtao Investment DevelopmentLimited.As a holding company with no material operations of our own,we conduct our operations through Companhia de Comercio Luz Limitada,our indirectly owned subsidiary incorporatedunder the laws

29、 of Macau Special Administrative Region of the Peoples Republic of China(“Macau,”“Macao,”“Macau SAR,”or“Macao SAR”).The Company controls and receives theeconomic benefits of Luzs business operations through equity ownership.The Ordinary Shares offered in this offering are shares of the holding compa

30、ny that is incorporated in the BritishVirgin Islands.Investors of our Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries.Epsium Enterprise Limited is a company organized under the laws of the Hong Kong Special Administration Region of the Peoples R

31、epublic of China(“Hong Kong”)and an 80%-ownedsubsidiary of Epsium BVI.Epsium HK is a holding company and does not conduct any substantive operations in Hong Kong except for facilitating inventory procurement in Hong Kong for ouronly operating subsidiary,which is in Macau.Epsium HK does not maintain

32、any office facility or personnel.Epsium HK has no revenue or expenses other than those associated with inventoryprocurement in Hong Kong from a few Hong Kong beverage distributors.All of Epsiums operations are conducted in Macau by Luz,our Macau operating subsidiary.As a Hong Kongregistered entity,E

33、psium HK is subject to Hong Kong laws generally applicable to Hong Kong entities.We believe Epsium HK is compliant with the laws and regulations governing itsexistence and business operations in Hong Kong,including without limitation,laws and regulations relating to data privacy and anti-monopoly,to

34、 the extent such laws and regulations are2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm6/321applicable to Epsium HK.Due to the wholesale nature and limited scal

35、e of our overall business and our lack of substantive operations in Hong Kong(except for facilitating inventoryprocurement),we do not believe laws and regulations relating to data privacy and anti-monopoly in Hong Kong currently have any impact on our ability to conduct business,accept foreigninvest

36、ment,or list on a U.S.or foreign exchange.Luz is an import trading and wholesaler of primarily alcoholic beverages in Macau.As a Macau registered entity,Luz is subject to Macau laws generally applicable to Macau entities.Webelieve Luz is compliant with the laws and regulations governing its existenc

37、e and business operations in Macau,including without limitation,laws and regulations relating to data privacy andunfair competition and anti-monopoly,to the extent such laws and regulations are applicable to Luz.Due to the predominantly wholesale nature and limited scale of our operations solely via

38、Luz in Macau,it is not part of Luzs business activities,nor does it have any access,to gather private data from the ultimate retail consumers of our downstream distributors such assupermarkets,restaurants,hotel casinos and other retailers in Macau.As such,we do not believe laws and regulations relat

39、ing to data privacy and anti-monopoly in Macau currently have anyimpact on our ability to conduct business,accept foreign investment,or list on a U.S.or foreign exchange.For more details,please see“Prospectus Summary Summary of Risk Factors Risks Related to Doing Business in Macau and Risks Related

40、to the PRC”on page 4,“Risk Factors RisksRelated to the PRC”beginning on page 26 and“Risk Factors Risks Related to Doing Business in Macau”beginning on page 24 and“Regulation”beginning on page 87.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www

41、.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm7/321 Luz is 80%owned by Epsium HK and 20%owned by Mr.Son I Tam,our founder,CEO,Chairman,and principal shareholder.Luz operates only in Macau and is subject to Macau laws andregulations,including the Basic Law of the Ma

42、cao Special Administrative Regions of the Peoples Republic of China(the“Basic Law”).Although we and our subsidiaries are not based inChina and we have no operations in China,we may be subject to legal and operational risks indirectly by virtue of doing business with parties in China or even directly

43、 if we decide to operate inChina in the future.We do not have any variable interest entity(“VIE”)and we currently do not have any intention of establishing any VIEs in the future.Unless otherwise indicated or the context otherwise requires,references in this prospectus to“Company”,“Epsium,”or“Epsium

44、 BVI”are to EPSIUM ENTERPRISE LIMITED,the ultimateholding company organized as a company limited by shares under the laws of the British Virgin Islands;references in this prospectus to“Epsium HK”are to Epsium Enterprise Limited,acompany organized under the laws of the Hong Kong Special Administratio

45、n Region of the Peoples Republic of China(“Hong Kong”)and an 80%-owned subsidiary of Epsium BVI;andreferences in this prospectus to“Luz”,the“Operating Entity”or the“Macau Subsidiary”are to Companhia de Comercio Luz Limitada,a limited liability company organized under Macau lawsand an 80%-owned opera

46、ting subsidiary of Epsium HK.For more details regarding the risks regarding the Companys holding company structure,please refer to“Prospectus Summary Corporate History and Structure”on page 49 and“Risk Factors Risks Related to our Ordinary Shares and This Offering We may not be able to pay any divid

47、ends on our Ordinary Sharesin the future due to BVI law.”on page 36 of the prospectus.Our company structure is comprised of(i)a British Virgin Island holding entity,Epsium BVI,(ii)a Hong Kong holding entity,Epsium HK,which is majority-owned by Epsium BVI,and(iii)aMacau operating entity,Luz,which is

48、majority-owned by Epsium HK.Each of Macau and Hong Kong is a Special Administrative Region of the Peoples Republic of China with its own legalsystem under the Chinese policy of“one-country,two-systems,”which accords a special legal status to each of them within the Peoples Republic of China through

49、their respective local laws.However,because Hong Kong and Macau are constituent parts of the Peoples Republic of China,our company structure,which is comprised of entities in Hong Kong and Macau,involvesunique risks to our investors.If there is a significant change to current political and legal arr

50、angements in Macau or Hong Kong,or between China and Macau,or China and Hong Kong,or ifthere is a duly declared state of war or state of emergency endangering national unity or security under the existing respective Basic Law of Hong Kong and Macau,however unlikely,it couldpotentially impact Macau a

51、nd Hong Kong companies.Companies operated in Macau or Hong Kong may face the same or similar regulatory risks as those faced by companies operated in thePRC,such as risks relating to the ability to offer securities to investors,list securities on a U.S.or other foreign exchange,or accept foreign inv

52、estment.Additionally,as a result of the foregoingscenarios,the PRC regulatory authorities could disallow our company structure,which would likely result in a material change in our operations and/or a material change in the value of thesecurities we are registering for sale in this offering,includin

53、g that it could cause the value of such securities to significantly decline or become worthless.We operate only in Macau through our Macau operating entity,Luz.Although we believe that the laws and regulations of the PRC do not currently directly apply to us nor have any directmaterial negative impa

54、ct on our business,financial condition or results of operations,and our corporate structure is stable without any interference from current applicable laws in PRC,HongKong,or Macau,we face risks and uncertainties associated with the complex and evolving PRC laws and regulations and the economic cond

55、itions of the PRC because our business operationsrely on the economic growth of the PRC and the smooth functioning of the PRC commercial participants in our industry,including manufacturers,exporters,and PRC tourists to Macau.Additionally,if there is a duly declared state of war or state of emergenc

56、y endangering national unity or security under the existing Basic Law or that the Basic Law is fundamentally amendedby the National Peoples Congress of the Peoples Republic of China by virtue of Macau being a constituent part of the Peoples Republic of China,however unlikely,it could potentially imp

57、actMacaus legal system and may create uncertainty in whether existing PRC laws would be made applicable in Macau.If so,and if the existing PRC laws,such as recent statements and regulatoryactions by Chinas government related to data security or anti-monopoly concerns,are made applicable in Macau and

58、 are negatively applied to our Macau operating entity,or the PRCgovernment exercises its sovereign power by adopting new laws,regulations,or policies to exert more oversight and control over offerings conducted overseas and/or foreign investment inMacau-based issuers and to intervene or influence op

59、erations in Macau of Macau entities such as our Macau operating entity,however unlikely in each instance,it may negatively impact ourability to maintain our current corporate structure,conduct business,accept foreign investments,list on a U.S.or other foreign exchange.Various legal and operational r

60、isks associated withoperations in China,should they become applicable to our operations,and other uncertainties could result in a material change in our operations and/or the value of the securities we areregistering for sale or could significantly limit or completely hinder our ability to offer or

61、continue to offer securities to investors and cause the value of such securities to significantly decline orbe worthless.If such circumstances arise,relevant risks may arise and the same legal and operational risks associated with operations in China also apply to operations in Macau and/or HongKong

62、,as applicable.These risks will become even more prominent and direct if we expand our operations into or develop a physical presence in China.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002

63、056/ea0226987-f1a7_epsium.htm8/321For more details,please see“Risk Factors Risks Related to the PRC”beginning on page 26 and“Risk Factors Risks Related to Doing Business in Macau”beginning on page 24.Please seealso“Regulation The Basic Law of the Macau SAR promulgated by the National Peoples Congres

64、s of the PRC(“NPC”),the highest body of the PRC legislature,as Macaus Constitution”onpage 87 for more details regarding the Basic Law and the potential application of the PRC national law in Macau.The PRC government recently initiated a series of statements,regulatory actions and new policies to reg

65、ulate business operations in China,including cracking down on illegal activities insecurities markets,enhancing supervision over China-based companies listed overseas using a VIE structure,exerting more oversight and control over offerings conducted overseas and/orforeign investment in China-based i

66、ssuers,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On February 17,2023,China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domes

67、tic Companies(the“TrialMeasures”)and five guidelines,which became effective on March 31,2023,and requires PRC companies that seek to offer securities or list on overseas markets,either directly or indirectly,tofulfill the filing procedure with the CSRC.See“Risk Factors Risks Related to the PRC There

68、 is no assurance that Macau will not enact local laws like the Trial Measures promulgated bythe CSRC,which could subject us to additional compliance requirements in the future.”on page 31 for more details.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm

69、https:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm9/321 Our Macau counsel,Vong Hin Fai Lawyers&Private Notary,has advised that,as of the date of this prospectus,the Company and its Macau subsidiary,(1)are not required to obtainpermissions or approvals from an

70、y PRC national authorities to operate their businesses or to issue the Ordinary Shares to foreign investors;and(2)are not subject to operational approval fromthe Cyberspace Administration of China(the“CAC”)or the CSRC,including(i)the Overseas Listing Trial Measures or(ii)the Regulations on Mergers a

71、nd Acquisitions of DomesticCompanies by Foreign Investors,or the“M&A Rules”,adopted by six PRC regulatory agencies in 2006 and amended in 2009.Specifically,under the currently effective PRC laws andregulations,we are not required to seek approval from the CSRC or any other PRC governmental authoriti

72、es for our overseas listing plan,nor have we received any inquiry,notice,warning,orsanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities.This conclusion is based on the fact that,as of the date of this prospectus:(1)ourCompanys operating subsidiary

73、is located in Macau,(2)we and our subsidiaries have no direct operations in the PRC,and(3)pursuant to the Basic Law of the Macao Special AdministrativeRegions of the Peoples Republic of China(the“Basic Law”),national laws of the PRC shall not be applied in Macau,except for those specified in Annex I

74、II of the Basic Law.However,theevolving legal systems of Macau and China,operating under the“One Country,Two Systems”principle,may introduce uncertainties that could potentially impact and cause uncertainties in ourbusiness,indirectly through their direct impact on our PRC suppliers and customers,an

75、d directly should we expand our business operations into the PRC.Additionally,with respect to the recentstatements and regulatory actions by the PRC government,the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries,which areconstantly evolv

76、ing,and anti-monopoly concerns,should there be fundamental changes to the Basic Law that make such laws and regulations applicable in Macau,although unlikely,we maybe subject to these laws and regulations and risks of the uncertainty of any future actions of the PRC government in this regard.If it i

77、s determined in the future,however,that the approval of theCSRC,the CAC or any other regulatory authority is required for this offering,the offering will be delayed until we have obtained the relevant approvals.There is also the possibility that wemay not be able to obtain or maintain such approval

78、or that we erred in our conclusion that such approval was not required.If the approval was required while we mistakenly concluded thatsuch approval was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain approval in the future,we may

79、 face sanctions by theCSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may impose fines and penalties on our operations,limit our ability to pay dividends,limit our operations,or takeother actions that could have a material adverse effect on our business,financial condition,re

80、sults of operations and prospects,as well as the trading price of our securities.For additionalinformation,please see“Risk Factors Risks Related to the PRC Recent greater oversight by the Cyberspace Administration of China(the“CAC”)over data security,particularly forcompanies seeking to list on a fo

81、reign exchange,could adversely impact our business should we start an online retail business platform directly targeting our sales at mainland consumers.”onpage 30.Pursuant to the Holding Foreign Companies Accountable Act(the“HFCAA”),if the Public Company Accounting Oversight Board(the“PCAOB”),is un

82、able to inspect an issuers auditors forthree consecutive years,the issuers securities are prohibited to trade on a U.S.stock exchange.The PCAOB issued a Determination Report on December 16,2021(the“Determination Report”)which found that the PCAOB is unable to inspect or investigate completely regist

83、ered public accounting firms headquartered in:(1)mainland China of the Peoples Republic of China becauseof a position taken by one or more authorities in mainland China;and(2)Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position taken by one or moreauthorities in

84、Hong Kong.Furthermore,the Determination Report identified the specific registered public accounting firms which are subject to these determinations(“PCAOB IdentifiedFirms”).On June 22,2021,United States Senate passed the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”),and on Dece

85、mber 29,2022,the ConsolidatedAppropriations Act was signed into law by President Biden,which contained,among other things,an identical provision to the Accelerating Holding Foreign Companies Accountable Act,which reduced the number of consecutive non-inspection years required for triggering the proh

86、ibitions under the HFCAA from three years to two.Our current auditor,TAAD,LLP,theindependent registered public accounting firm that issues the audit report included elsewhere in this prospectus,as an auditor of companies that are traded publicly in the United States and afirm registered with the PCA

87、OB,is subject to laws in the U.S.pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.TAAD,LLP,whose audit report is included in this prospectus,is headquartered in Diamond Bar,California,and,as of the date of this prospectus,wa

88、s not included in the list of PCAOBIdentified Firms in the Determination Report.Notwithstanding the foregoing,to our knowledge,Macau has not been subject to PCAOB investigations that are conducted in a similar manner to those conducted upon China and Hong Kong,and the PCAOBs ability to exercise over

89、sight authority over Macau based accounting firms has not been called into questions likely due to the fact there are only limited numbers of Macaubased companies listed in the United States,there is no assurance that the designation of Macau would not become an issue in the future.In addition,the a

90、bove rules and amendments and anyadditional actions,proceedings,or new rules resulting from these efforts to increase U.S.regulatory access to audit information could create some uncertainty for investors,the market price ofour Ordinary Shares could be adversely affected,and we could be delisted if

91、we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new auditfirm,which would require significant expense and management time.See“Risk Factors Risks Related to the PRC The newly enacted Holding Foreign Companies Accountable Act and2025/1/10 12:01sec.g

92、ov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm10/321the Accelerating Holding Foreign Companies Accountable Act passed by the U.S.Senate,all call for additional and more stringent c

93、riteria to be applied to emerging market companies uponassessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the Public Company Accounting Oversight Board.These developments could adduncertainties to our offering and listing on the Nasdaq Capital Mark

94、et,and Nasdaq may determine to delist our securities if the PCAOB determines that it cannot inspect or fully investigate ourauditor.”on page 28.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/00012139002500

95、2056/ea0226987-f1a7_epsium.htm11/321 As of the date of this prospectus,there has been no distribution of dividends or assets among Epsium BVI(the holding company),Epsium HK(the interim holding company),or the Luz(theOperating Entity)and no transfers,dividends,or distributions to our shareholders.The

96、 Company intends to keep any future earnings to finance business operations and does not anticipate thatany cash dividends will be paid in the foreseeable future.If the Company determines to pay dividends on any of the Ordinary Shares in the future,as a holding company,the Company will bedependent o

97、n receipt of funds from Epsium HK.Epsium HK,in turn,will be dependent on the receipt of funds from the Operating Entity.Payments of dividends by Epsium HK are subject toHong Kong regulations and Epsium HK is permitted under the relevant laws of Hong Kong to provide funding through dividend distribut

98、ion without restrictions on the amount of the funds.There are currently no restrictions on dividends transfers from Hong Kong to the British Virgin Islands and to U.S.investors.Current Macau regulations permit the Operating Entity to paydividends to Epsium HK.According to Macau law,income received i

99、n Macau is subject to taxation under Macaus Complementary Tax provisions,regardless of whether the recipient is anindividual or a corporation,their specific industry,or domiciliation.However,taxpayers may be eligible for particular deductions and allowances.Any dividends received by either individua

100、lsor corporate shareholders are considered as income and thus are subject to complementary tax as stated above.Non-residents and companies not incorporated in Macau that do not conductbusiness activities in Macau,are normally not registered with the Macau Financial Services Bureau as taxpayers,and t

101、herefore are not required to submit their income tax returns in Macau.However,the Macau taxation authorities may challenge the accuracy of income statements and may calculate the amounts due based on prior results or estimations.In such an event,appeals areavailable for unsatisfied parties.In additi

102、on,in accordance with the Basic Law of Macau,no foreign exchange control policies shall be applied within Macau,allowing for the free flow ofcapital within,into and out of Macau.Epsium BVI is permitted under the BVI laws to provide funding to our subsidiaries in Hong Kong and Macau through loans or

103、capital contributions without restrictions on the amount of thefunds and such funding is not subject to government registration or filing requirements under BVI laws.Epsium HK is permitted under the Hong Kong laws to provide funding to Luz,subjectto the compliance and satisfaction of applicable gove

104、rnment registration,approval and/or filing requirements.As the Company and Epsium HK are holding companies without substantive operations(except for facilitating inventory procurement for the Operating Entity by Epsium HK as describedbelow),and neither of them generates any income,their respective p

105、ayment obligations such as fees owned to professional service providers or government administrative fees are met byutilizing cash transfers from the Operating Entity.This includes the funds necessary to pay dividends and other cash distributions to our shareholders,to service any debt we may incur

106、and topay our operating expenses(if any).If our Macau subsidiary incurs debt on their own behalf in the future,the instruments governing the debt may restrict its ability to pay dividends or makeother distributions to us.As a British Virgin Islands company,our board of directors has discretion as to

107、 whether to pay a dividend on its shares subject to certain restrictions under British VirginIslands law.Specifically,we may only pay dividends if it is solvent before and after the dividend payment in the sense that we will be able to satisfy our liabilities as they become due in theordinary course

108、 of business;and the value of assets of our company will not be less than the sum of our total liabilities.Even if our board of directors decides to pay dividends,the form,frequency,and amount will depend upon our future operations and earnings,capital requirements and surplus,general financial cond

109、ition,contractual restrictions,and other factors that theboard of directors may deem relevant.Cash is also transferred through our organization by way of intra-group transactions such as the cash transfers between the Company,Epsium HK,and the Operating Entity in 2025 and duringthe fiscal years ende

110、d 2024 and 2023.See“Prospectus Summary Cash Transfers Between the Company and Our Subsidiaries and Dividend Distribution”beginning on page 5.In 2025,the Operating Entity transferred to,or paid on behalf of,Epsium BVI a total of$22,670 to pay for professional service fees and other fees in connection

111、 with this offering,with amountsranging between$10 and$21,481.In 2024,the Operating Entity transferred to,or paid on behalf of,Epsium BVI a total of$605,015 to pay for professional service fees and other fees inconnection with this offering,with amounts ranging between$10 and$140,000.For example,on

112、January 23,2024,the Operating Entity paid$77,123 on behalf of Epsium BVI for our annualaudit fee.On March 4,2024,the Operating Entity paid$140,000 on behalf of Epsium BVI for professional legal service fees.In 2023,Epsium HK facilitated the Operating Entity in procuringinventory in Hong Kong from Ho

113、ng Kong-based alcoholic beverage suppliers.To help Epsium HK pay for these inventories,the Operating Entity transferred an aggregate of$8,660,442 toEpsium HK with amounts ranging between$12,815 and$1,827,456.In 2023,the Operating Entity also transferred to,or paid on behalf of,Epsium BVI a total of$

114、476,399 to pay forprofessional service fees and other fees in connection with this offering,with amounts ranging between$12 and$55,560.For example,on January 9,2023,the Operating Entity transferred$40,170 to Epsium BVI to pay for our annual audit fee.On January 11,2023,the Operating Entity transferr

115、ed$50,000 to Epsium BVI to pay for professional legal service fees.In 2022,theOperating Entity transferred a total of$12,500 to Epsium BVI for professional service fees payable to our auditor and legal counsel.We previously had no specific cash management policiesand procedures in place that dictate

116、 how funds are transferred through our organization.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm12/321 We adopted a cash management policy on September 27,202

117、3,to improve our cash management in general,and cash transfers between the Company and its affiliates,in particular.Under ourcash management policy,to the extent a cash transfer is a part of a related party transaction,such cash transfer is further subject to our Code of Business Conduct and Ethics

118、governing relatedparty transactions.Please see“Prospectus Summary Cash Transfers between the Company and Our Subsidiaries and Dividend Distribution”on page 5,“Related Party Transactions-CashTransfers Between the Company and Our Subsidiaries”on page 98 and“Consolidated Financial Statements-Notes to t

119、he Financial Statements Note 11.Related Party Transactions”on pageF-15 for more details.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm13/321 We are,and will be,

120、a“controlled company”as defined under the Nasdaq Stock Market Rules as long as Mr.Son I Tam,our Chief Executive Officer(“CEO”),chairman of the Board ofDirectors(“Chairman”),and principal shareholder,and his affiliates own and hold more than 50%of our outstanding Ordinary Shares.As of the date of thi

121、s prospectus,Mr.Tam,as thecontrolling shareholder of the Company,can decide on all matters requiring shareholder approval or matters which may be approved by shareholders under the Companys Memorandum andArticles of Association by virtue of his controlling ownership in the Company based on his direc

122、t and indirect ownership(through Epsium HK)of the Companys outstanding Ordinary Shares,including the election of directors,amendment of memorandum and articles of association,and approval or disapproval of major corporate transactions,such as a change in control,atransaction with take-over effect,me

123、rger,consolidation,or sale of assets.The Company has adopted a Code of Business Conduct and Ethics to impose certain review procedures that requireindependent director review and approval of conflict of interests and related party transactions,which applies to all directors,officers,and employees of

124、 the Company,including Mr.Tam.Additionally,the Company plans to adopt an Audit Committee Charter effective upon the completion of this offering and the listing of our Ordinary Shares on Nasdaq to include additionalinternal control and risk management procedures to further address conflicts of intere

125、st issues.For so long as we are a controlled company under that definition,we are permitted to elect to rely,and may rely,on certain exemptions from corporate governance rules,including,amongothers:an exemption from the rule that a majority of our board of directors must be independent directors;an

126、exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors;and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.As a result,you will not have the s

127、ame protection afforded to shareholders of companies that are subject to these corporate governance requirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on this exemption in the future.If we elected to rely on the“co

128、ntrolled company”exemption,a majorityof the members of our board of directors might not be independent directors and our nominating and compensation committees might not consist entirely of independent directors upon closingof this offering.We are both an“emerging growth company”and a“foreign privat

129、e issuer”under applicable U.S.Securities and Exchange Commission rules and will be eligible for reduced publiccompany disclosure requirements.As such,in this prospectus we have taken advantage of certain reduced public company reporting requirements that apply to emerging growth companiesregarding s

130、elected financial data and executive compensation arrangements.See sections titled“Prospectus Summary Implications of Our Being an Emerging Growth Company”onpage 8 and“Prospectus Summary Implications of Our Being a Foreign Private Issuer”beginning on page 8 for additional information.Unless otherwis

131、e specified,in the context of describing business and operations,we are referring to the business and operations conducted by Luz.Although we do not currently have cash orassets in the PRC and our Hong Kong subsidiary,Epsium HK,does not have substantive operations other than facilitating inventory p

132、rocurement in Hong Kong,to the extent cash or assets inthe business is in the PRC,Hong Kong or a PRC or Hong Kong entity in the future,the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kongdue to interventions in or the imposition of restrictions

133、 and limitations on the ability of the Company or our subsidiary by the PRC government to transfer cash or assets.See“ProspectusSummary Summary of Risk Factors Risks Related to Doing Business in Macau and Risks Related to the PRC”on page 4 and“Risk Factors Risks Related to the PRC Any restrictions o

134、fcash flows among Epsium BVI,Epsium Hong Kong,and our Operating Entity in Macau may adversely affect our ability to meet our financial requirements or make dividend or othershareholder distributions to our shareholders.”on page 26.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056

135、/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm14/321 Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined i

136、f thisprospectus is truthful or complete.Any representation to the contrary is a criminal offense.Per Share Total(4)Initial public offering price(1)$6.00$6,000,000 Underwriters discounts(2)$0.48$480,000 Proceeds to our Company before expenses(3)$5.52$5,520,000 (1)Based upon an assumed initial public

137、 offering price of$6 per Ordinary Share,which is the midpoint of the price range set forth on the cover page of this prospectus.The actual initial publicoffering price will be determined at pricing.(2)Represents underwriting discounts equal to 8%per Ordinary Share.See“Underwriting”in this prospectus

138、 for more information regarding our arrangements with the Underwriter.(3)The total estimated expenses related to this offering are set forth in“Underwriting Discounts and Expenses.”(4)Assumes that the underwriter does not exercise any portion of its over-allotment option.We expect our total cash exp

139、enses for this offering(including cash expenses payable to our underwriter for its out-of-pocket expenses)not to exceed approximately$1.1 million,exclusive ofthe above discounts.For a detailed description of the compensation to be received by the underwriter,see“Underwriting”beginning on page 117 of

140、 this prospectus.This offering is being conducted on a firm commitment basis.The Underwriter is obligated to take and pay for all of the Ordinary Shares if any such Ordinary Shares are taken.We have grantedthe underwriter an option for a period of 45 days after the effective date of this registratio

141、n statement to purchase up to 15%of the total number of the Ordinary Shares to be offered by uspursuant to this offering(excluding Ordinary Shares subject to this option),solely for the purpose of covering over-allotments,if any,at the public offering price less the underwriting discounts.If the und

142、erwriter exercises the option in full,and assuming an offering price of$6 per Ordinary Share,which is the midpoint of the range set forth on the cover page of this prospectus,the totalgross proceeds to us,before underwriting discounts and expenses,will be approximately$6.9 million.The Underwriter ex

143、pects to deliver the Ordinary Shares against payment as set forth under“Underwriting”,on or about,2025.We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.You should read this entire prospectus and any amendments orsupplements carefully before

144、 you make your investment decision.BENJAMIN SECURITIES,INC.D.BORAL CAPITAL Prospectus dated January 8,2025.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm15/321

145、TABLE OF CONTENTS PageProspectus Summary 1Summary Consolidated Financial Data And Operating Data 10Presentation Of Financial Information 13The Offering 14Risk Factors 15Disclosure Regarding Forward-Looking Statements 41Enforceability Of Civil Liabilities 43Use of Proceeds 45Dividend Policy 46Capital

146、ization 47Dilution 48Corporate History And Structure 49Managements Discussion And Analysis Of Financial Condition And Results Of Operations 51Industry Overview 66Business 74Regulation 87Management 91Principal Shareholders 97Related Party Transactions 98Description Of Share Capital 100Shares Eligible

147、 For Future Sale 109Material Income Tax Consideration 111Underwriting 117Expenses Relating To This Offering 121Legal Matters 122Experts 122Where You Can Find Additional Information 122Index To Financial Statements F-1 You should rely only on the information contained in this prospectus or in any rel

148、ated free-writing prospectus.We have not authorized anyone to provide you with information different fromthat contained in this prospectus or in any related free-writing prospectus.We are offering to sell,and seeking offers to buy,the Ordinary Shares only in jurisdictions where offers and sales arep

149、ermitted.The information contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares.We have not taken any action to permit a public offering of the Ordinary Shares outside the United State

150、s or to permit the possession or distribution of this prospectus or any filed free writingprospectus outside the United States.Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about andobserve any restrictions r

151、elating to the offering of the Ordinary Shares and the distribution of this prospectus or any filed free writing prospectus outside the United States.This prospectus includes statistical and other industry and market data that we obtained from industry publications and research,surveys and studies c

152、onducted by third parties.Industrypublications and third-party research,surveys and studies generally indicate that their information has been obtained from sources believed to be reliable,although they do not guarantee the2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea02269

153、87-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm16/321accuracy or completeness of such information.While we believe these industry publications and third-party research,surveys and studies are reliable,you are cautioned not to give unduewe

154、ight to this information.Until,2025(the 25th day after the date of this prospectus),all dealers that buy,sell or trade Ordinary Shares,whether or not participating in this offering,may be required to deliver aprospectus.This is in addition to the obligation of dealers to deliver a prospectus when ac

155、ting as underwriters and with respect to their unsold allotments or subscriptions.i2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm17/321 About this Prospectus We

156、 and the Underwriter have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectusesprepared by us or on our behalf or to which we have referred you.We take no responsibility for and can provide no

157、 assurance as to the reliability of any other information that others may giveyou.This prospectus is an offer to sell only the Ordinary Shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.We are not making an offer to sellthese securities in any jurisd

158、iction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted tomake such an offer or sale.For the avoidance of doubt,no offer or invitation to subscribe for Ordinary Shares is made to the public in

159、 the British Virgin Islands.The information contained inthis prospectus is current only as of the date on the front cover of the prospectus.Our business,financial condition,results of operations,and prospects may have changed since that date.Conventions that Apply to this Prospectus Unless otherwise

160、 indicated or the context requires otherwise,references in this prospectus to:“BVI”refers to the British Virgin Islands;“China”or the“PRC”refers to the Peoples Republic of China,excluding the special administrative regions of Hong Kong,Macau,and Taiwan for the purposes of this prospectusonly;Referen

161、ce to laws and regulations of“China”or the“PRC”are only to such laws and regulations of mainland China;the term“Chinese”has a correlative meaning for the purposeof this prospectus;“Epsium HK”refers to Epsium Enterprise Limited,a company organized under the laws of the Hong Kong Special Administratio

162、n Region of the Peoples Republic of China and amajority-owned subsidiary of Epsium BVI;“Hong Kong”refers to the Hong Kong Special Administration Region of the Peoples Republic of China;“Hong Kong dollars”,or“HKD”refers to the legal currency of Hong Kong;“Luz”,“Operating Entity”,or“Macau Subsidiary”r

163、efers to Companhia de Comercio Luz Limitada(also referred to as 光貿易有限公司 in Macau),a limited liability companyorganized under the Macau Special Administration Region of the Peoples Republic of China,which is majority-owned by Epsium HK;“Macau,”“Macao,”“Macao SAR,”or“Macau SAR”refers to the Macau Spec

164、ial Administration Region of the Peoples Republic of China;“Macau Patacas”,or“MOP”refers to the legal currency of Macau;“Resale Shareholders”refers to Dragon Rise Development Limited,a British Virgin Islands Company 100%owned by Mr.Chi Seng Lou and Golden Gradon Development Limited,aBritish Virgin I

165、slands company 100%owned by Mr.Xing Hong Ma,both existing shareholders of the Company that are selling their Ordinary Shares pursuant to the ResaleProspectus.“our subsidiaries”refers to Luz and Epsium HK;“shares”,“Shares”,“ordinary shares”,or“Ordinary Shares”refers to the ordinary shares of Epsium(a

166、s defined below),par value$0.00002 per share;2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm18/321“the Company”,“Epsium”,or“Epsium BVI”refers to EPSIUM ENTERPRIS

167、E LIMITED,a company limited by shares under the laws of the British Virgin Islands;“U.S.dollars”,“$”,“US$”,“USD”or“dollars”refers to the legal currency of the United States;“we”,“us”,“our Company”,or“our”are to EPSIUM ENTERPRISE LIMITED,together with its subsidiaries as a group,and,in the context of

168、 describing the substantive operations,Luz.On February 8,2024,pursuant to the written resolutions signed by all the directors of the Company,the Company accepted the surrender of shares by each shareholder of the Company(the“Share Surrender”)and approved the cancellation of the surrendered shares(th

169、e“Share Cancellation”)such that following the Share Surrender and Share Cancellation,the total number ofissued shares held by each shareholder of the Company will be reduced to 20%(or 1/5)of such shareholders shareholding before the Share Surrender.As a result of the Share Surrender and theShare Can

170、cellation,the total number of issued shares of the Company reduced from 60,002,670 ordinary shares to 12,000,534 ordinary shares,with a par value of$0.00002 per share.Themaximum number of shares which the Company is authorized to issue and the par value of each share both remain unchanged following

171、the Share Surrender and the Share Cancellation.All share numbers,warrant numbers,and exercise prices appearing in this registration statement will be adjusted to give effect to the Share Surrender and Share Cancellation,unless otherwiseindicated or unless the context suggests otherwise.ii2025/1/10 1

172、2:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm19/321 PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this

173、prospectus.This summary does not contain all the information you should consider beforeinvesting in our Shares.You should read this entire prospectus carefully,including the sections titled“Risk Factors”and“Managements Discussion and Analysis of Financial Conditionand Results of Operations”and our c

174、onsolidated financial statements and the related notes included elsewhere in this prospectus,before making an investment decision.This prospectuscontains information from an industry report commissioned by us and prepared by Frost&Sullivan,an independent research firm,to provide information regardin

175、g our industry and ourmarket position.To the extent references to“we”,“us”,and“our”are used in the context of a discussion or description of products,operations,market and other commercial activities,such referencesrelate to Luz,the Operating Entity and not its direct or indirect parent companies un

176、less the context clearly suggests otherwise.Overview We are a holding company incorporated under the laws of British Virgin Islands.As a holding company with no material operation of its own,we conduct substantially all our operationsthrough an indirect Macau subsidiary,Companhia de Comercio Luz Lim

177、itada in Macau,or Luz.Luz is an 80%-owned subsidiary of Epsium Enterprise Limited in Hong Kong,or EpsiumHK.Mr.Son I Tam,our CEO,Chairman,principal shareholder,and the founder of Epsium and Luz directly holds(i)89.996%ownership interest in Epsium,(ii)19%interest in Epsium HK,and(iii)20%ownership inte

178、rest in Luz.Luz is an import trading and wholesaler of primarily alcoholic beverages in Macau.Through Luz,we import and sell a broad range of premium beverages,primarily alcoholic beverages and,in 2022,a small quantity of tea and fruit juice.The alcoholic beverages we sell include Chinese liquor,Fre

179、nch cognac,Scottish whiskey,fine wine,Champagne,and other miscellaneousbeverage alcohol.Sales of Chinese liquor is by far our most significant operations,and we are a top wholesaler of high-end Chinese liquor in Macau.We operate only in Macau.Corporate History and Structure Epsium BVI was establishe

180、d on March 24,2020,in British Virgin Islands.Epsium HK was set up on March 12,2020,in Hong Kong,SAR China.On March 12,2020,Mr.Chi Long Louacquired 100%and 10,000 shares of Epsium HK by paying HKD10,000.On May 17,2021,Epsium BVI purchased 8,000 shares of Epsium HK from Mr.Chi Long Lou by payingHKD8,0

181、00.On May 17,2021,Mr.Son I Tam,our CEO,Chairman,and principal shareholder,purchased 1,900 shares of Epsium HK from Mr.Chi Long Lou by paying HKD1,900.Mr.ChiLong Lou currently owns 1%of Epsium HK.On February 8,2024,pursuant to the written resolutions signed by all the directors of the Company,the Com

182、pany accepted the surrender of shares by each shareholder of the Company(the“Share Surrender”)and approved the cancellation of the surrendered shares(the“Share Cancellation”)such that following the Share Surrender and the Share Cancellation,the total numberof issued shares held by each shareholder o

183、f the Company will be reduced to 20%(or 1/5)of such shareholders shareholding before the Share Surrender.As a result of the Share Surrenderand the Share Cancellation,the total number of issued shares of the Company reduced from 60,002,670 ordinary shares to 12,000,534 ordinary shares,with a par valu

184、e of$0.00002 pershare.The maximum number of shares which the Company is authorized to issue and the par value of each share both remain unchanged following the Share Surrender and the ShareCancellation.The following diagram illustrates our corporate structure as of the date of this prospectus,which

185、assumes that the Resale Shareholders have not sold any shares at the time of the offering.For more details on our corporate history,please refer to“Corporate History and Structure”on page 49 of the prospectus.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium

186、.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm20/32112025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm21/321 Notes

187、:(1)Includes Ordinary Shares held by the minority shareholders,each a natural person or entity who,each directly or indirectly,owns less than 5%of the Companys Ordinary Shares.(2)EPSIUM ENTERPRISE LIMITED(or Epsium BVI),a holding company without operations,is the company issuing securities sold in t

188、he offering.(3)Companhia de Comercio Luz Limitada(or Luz)is the operating company in Macau through which Epsium BVI conducts its operations.Our Principal Business As a wholesale seller,we operate in the downstream segment of the value chain of the alcoholic beverage market in Macau.We do not conduct

189、 any manufacturing operation,directlycontract with manufacturers,or act as a distributor or a sub-distributor for the manufacturers.Instead,we procure alcoholic beverages from the market ad hoc based on our businessobjectives and the prevailing market conditions.We sell these products to retailers,o

190、ther sellers,and on-premise locations through consignment arrangements with hotels and casinos.The three main alcoholic beverages we sell are Chinese liquors,French cognac,and Scottish whiskey.Our sales of these three categories of products accounted for 97.14%of our totalpercentage of sales revenue

191、 for the six months ended June 30,2024;and 97.97%,99.44%and 99.01%of our total percentage of sales revenue for the fiscal years 2021,2022 and 2023,2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/00012139002

192、5002056/ea0226987-f1a7_epsium.htm22/321respectively.We have been in operation since 2010 and are a top wholesaler of high-end Chinese liquor,including famous Chinese liquor brands such as Moutai,Wuliangye,and Xijiu.Saleof Chinese liquors is our most significant operation.For the fiscal years 2021,20

193、22,and 2023,and the six months ended June 30,2024,our sales of Chinese liquors were by far the mostsignificant component of our revenues,accounting for 79.18%,86.57%96.39%and 94.01%of our total percentage of sales revenue in these time periods,respectively.According to theFrost&Sullivan Report,as me

194、asured by the aggregate three-year sales revenue of high-end Chinese liquor for the years 2020 through 2022,we ranked as the number one wholesaler with amarket share of 30.7%in Macau.In addition to alcoholic beverage products that we sell in our ordinary course of business,we also collect alcoholic

195、beverages that are not readily availablein the market.We do not currently sell these products as part of our regular operations.Instead,we plan to sell these products through auctions.We believe collecting and auctioning the righttype of rare alcoholic beverages can be very lucrative and a great add

196、ition to our wholesale operations.Our Suppliers and Customers Luz has been in the business of importing and selling alcoholic beverages in Macau since its inception in 2010.Our founder Mr.Tam also founded Luz and has been an alcoholic beveragesdistribution and wholesale business veteran for more tha

197、n 15 years.As such,we have very established supply relationships and sales channels.Our purchases have been concentrated on ourmajor suppliers.We consider a supplier a major supplier if it accounts for more than 10%of our overall purchases.For the fiscal years 2021,2022,2023,and the six months ended

198、 June 30,2024,our major suppliers of the applicable year supplied 72.9%,89.6%,85.4%and 84.3%of our total purchases,respectively.Although we have a high concentration on our majorsuppliers,there was only one supplier that was consistently a major supplier in each of fiscal years 2021 and 2022.As we p

199、rocure alcoholic beverages from the market ad hoc based on ourbusiness objectives and the prevailing market conditions,we do not normally have long-term supply contracts with our suppliers,including our major suppliers.Instead,in our ordinarycourse of business,we have an established practice in issu

200、ing standard purchase orders to our suppliers for each purchase with simple price,quantity,delivery,and payment terms.Likewise,and to a lesser extent,our sales are concentrated on our major customers.We consider a customer a major customer if it accounts for more than 10%of our sales revenue.For the

201、fiscal years 2021,2022,2023,and the six months ended June 30,2024,sales to our major customers accounted for 47.9%,48.8%,33.8%and 45.27%of our total revenues,respectively.22025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar

202、/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm23/321 As a wholesale seller,our customer base consists of three primary categories:(i)hotel casinos,(ii)restaurants,and(iii)food and alcoholic beverages distributors and liquor stores.To cater tomajor hotel casinos,we engage in an annual bid

203、 submission process.Once our bids are accepted,hotel casino procurement departments generate purchase orders.After the hotels accountingteams have confirmed the delivery by the end of the month,payment is usually processed within 15 to 20 days through either bank transfers or checks.Our interactions

204、 with restaurantcustomers primarily revolve around telephone orders.We receive immediate payment upon delivery of the ordered products to restaurants.Payment is primarily via bank transfers,occasionally in cash.For our food and alcoholic distributor and liquor store customers,the ordering process is

205、 initiated through direct phone communication.Upon placing their orders,thesecustomers settle payments via bank transfers or checks after receiving our invoices.Subsequent to the verification of payment receipt,these customers personally visit our warehouse fororder retrieval.In addition to sales th

206、rough traditional sales channels,we collaborate with major hotel casinos in Macau through consignment arrangements.Although our consignment-based sales arecurrently insignificant,accounting for 2.50%,5.89%,5.06%and 12.59%of our total sales for fiscal years 2021,2022,2023,and the six months ended Jun

207、e 30,2024,respectively,webelieve such collaborations represent great opportunities and are part of our growth strategies.Although our sales highly concentrated on our major customers in the fiscal years 2021 through 2023,we did not rely on sales to any single customer.Except for the one customer tha

208、t was atop customer for both fiscal years 2021 and 2023(but not a top customer for fiscal year 2022),we did not have any top customer that was consistently a top customer year after year,and wedid not have any customer who accounted for more than 18%of our total sales in each of 2022 and 2023.In con

209、centrating on sales to top customers in a given year without having to rely onany single customer consistently year after year,we are better able to streamline and manage our sales operations,maintain a relatively small salesforce and reduce associated administrativecosts.Our Competitive Advantages

210、We believe that we have the following competitive advantages which enable us to differentiate ourselves from our competitors:Through our long-standing operating history in Macaus alcoholic beverage market,we have accumulated significant industry expertise,established a successful track record,andbui

211、lt remarkable credibility as a key industry player.Our deep roots and connections in Macau and our credibility have enabled us to establish stable relationships with suppliers and customers.Our status as a leading high-end Chinese liquor wholesaler in Macau has enabled us to establish mutually benef

212、icial collaboration with hotel casinos with value-added services.For details,please refer to“Business Our Competitive Advantages”on page 79 of the prospectus.Growth Strategies Our objective is to leverage on our deep connections and expertise in Macaus alcoholic beverage market to pursue the followi

213、ng growth strategies:Create and sell highly personalized high-end alcoholic beverage products.Create our own private labeled products.Launch an E-commerce platform for retail sales and marketing.For details,please refer to“Business Challenges and Growth Opportunities and Strategies”on page 84 of the

214、 prospectus.Summary of Risk Factors 2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm24/321Investing in our Ordinary Shares involves significant risks.You should c

215、arefully consider all the information in this prospectus before making an investment in our Ordinary Shares.Belowplease find a summary of the principal risks we face,organized under relevant headings.The risks are discussed more fully in the section titled“Risk Factors.”Risks Related to Our Business

216、 and Industry Our limited history under the current business model and the risk that our historical performance and growth rate may not be indicative of our future performance;the loss of multiple suppliers,lack of long-term contracts with suppliers,or a significant disruption in the supply chain;ou

217、r ability to maintain and enhance our brand recognition;our ability to continue to attract consumers with evolving preferences through effective marketing activities;the intense competition in the industry that we operate in;and adverse effects on our business caused by health epidemics and outbreak

218、s such as COVID-19.For a detailed description of the risks above,please refer to pages 15 23.32025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm25/321 Risks Related

219、 to Doing Business in Macau and Risks Related to the PRC We operate in Macau through Luz,an 80%-owned subsidiary of Epsium HK.We are subject to Macau laws and regulations,including the Basic Law.Our company structure is comprised of(i)a British Virgin Island holding entity,Epsium BVI,(ii)a Hong Kong

220、 holding entity,Epsium HK,which is majority-owned by Epsium BVI,and(iii)a Macau operating entity,Luz,whichis majority-owned by Epsium HK.Each of Macau and Hong Kong is a Special Administrative Region of the Peoples Republic of China with its own legal system under the Chinese policyof“one-country,tw

221、o-systems,”which accords a special legal status to each of them within the Peoples Republic of China through their respective local laws.However,because Hong Kongand Macau are constituent parts of the Peoples Republic of China,our company structure,which is comprised of entities in Hong Kong and Mac

222、au,involves unique risks to our investors.Although we believe that the laws and regulations of the PRC do not currently directly apply to us nor have any direct material negative impact on our business,financial condition or resultsof operations,and our corporate structure is stable without any inte

223、rference from current applicable laws in PRC,Hong Kong,or Macau,we face risks and uncertainties associated with thecomplex and evolving PRC laws and regulations and the economic conditions of the PRC because our business operations rely on the economic growth of the PRC and the smoothfunctioning of

224、the PRC commercial participants in our industry,including manufacturers,exporters,and PRC tourists to Macau.Additionally,if there is a duly declared state of war or stateof emergency endangering national unity or security under the existing Basic Law or that the Basic Law is fundamentally amended by

225、 the National Peoples Congress of the PeoplesRepublic of China by virtue of Macau being a constituent part of the Peoples Republic of China,however unlikely,it could potentially impact Macaus legal system and may createuncertainty in whether existing PRC laws would be made applicable in Macau.As a r

226、esult of the foregoing,the Chinese government may intervene or influence our operations at any time,ormay exert more oversight and control over offerings conducted overseas and/or foreign investment in China-based issuers and such risk could significantly limit or completely hinder ourability to off

227、er or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.If the existing PRC laws such as recent statements andregulatory actions by Chinas government related to data security or anti-monopoly concerns,are made applicable in Maca

228、u and are negatively applied to our Macau operating entity,or thePRC government exercises its sovereign power by adopting new laws,regulations,or policies to exert more oversight and control over offerings conducted overseas and/or foreigninvestment in Macau-based issuers and to intervene or influen

229、ce operations in Macau of Macau entities such as our Macau operating entity,however unlikely in each instance,it maynegatively impact our ability to maintain our current corporate structure,conduct business,accept foreign investments,list on a U.S.or other foreign exchange.It may also affect our abi

230、lityto offer or continue to offer securities to investors and significantly affect the value of such securities.If such circumstances arise,relevant risks may arise and the same legal and operationalrisks associated with operations in China also apply to operations in Macau and/or Hong Kong,as appli

231、cable.These risks will become even more prominent and direct if we expand ouroperations into or develop a physical presence in China.For more details,please see“Regulation The Basic Law of the Macau SAR promulgated by the National Peoples Congress of thePRC(“NPC”),the highest body of the PRC legisla

232、ture,as Macaus Constitution”on page 87,“Risk Factors Risks Related to the PRC”beginning on page 26 and“Risk Factors RisksRelated to Doing Business in Macau”beginning on page 24.Epsium Enterprise Limited is a company organized under the laws of the Hong Kong and an 80%-owned subsidiary of Epsium BVI.

233、Epsium HK is a holding company and does not conductany substantive operations in Hong Kong except for facilitating inventory procurement in Hong Kong for our only operating subsidiary,which is in Macau.Epsium HK does not maintainany office facility or personnel.It has no revenue or expenses other th

234、an those associated with inventory procurement in Hong Kong from a few Hong Kong beverage distributors.All ofEpsiums operations are conducted in Macau by Luz,our Macau operating subsidiary.As a Hong Kong registered entity,Epsium HK is subject to Hong Kong laws generally applicable toHong Kong entiti

235、es.We believe Epsium HK is compliant with the laws and regulations governing its existence,operations,and taxes in Hong Kong,including without limitation,laws andregulations relating to data privacy and anti-monopoly,to the extent such laws and regulations are applicable to Epsium HK.Please see“Enfo

236、rceability of Civil Liabilities”on page 43 formore details of enforceability of liabilities in Hong Kong.Luz is an import trading and wholesaler of primarily alcoholic beverages in Macau.Luzs direct customers primarily consist of supermarkets,restaurants,hotel casinos and other retailers inMacau and

237、 it generally does not conduct retail sales.Due to the predominantly wholesale nature and limited scale of our operations solely via Luz in Macau,it is not part of Luzs businessactivities,nor does it have any access,to gather private data from the ultimate retail consumers of our downstream distribu

238、tors such as supermarkets,restaurants,hotel casinos and otherretailers in Macau.As a Macau registered entity,Luz is subject to Macau laws generally applicable to Macau entities.We believe Luz is compliant with the laws and regulations governingits existence and operations in Macau,including without

239、limitation,laws and regulations relating to data privacy and unfair competition and anti-monopoly,to the extent such laws and2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7

240、_epsium.htm26/321regulations are applicable to Luz.For more details,please see“Regulation”beginning on 83,“Risk Factors Risks Related to the PRC”beginning on page 26 and“Risk Factors RisksRelated to Doing Business in Macau”beginning on page 24.Additionally,although we and our subsidiaries are not ba

241、sed in China and we have no operations in China,we may be subject to legal and operational risks indirectly by virtue of doingbusiness with parties in China or even directly if we decide to operate in China in the future.Our business and operations could be affected by changes in Chinas economic,pol

242、itical,or social conditions or government policies.The evolving legal systems of Macau and China,operating under the“One Country,Two Systems”principle,introduce uncertainties that may impact and cause uncertainties in ourbusiness,as potential changes in the Basic Law or extraordinary circumstances c

243、ould lead to the application of PRC laws in Macau,affecting our operations and the value of ourOrdinary Shares.42025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm27

244、/321 While Macau has not faced Public Company Accounting Oversight Board(“PCAOB”)investigations like China and Hong Kong due to limited Macau-based companies being listedin the US,the potential for future concerns regarding Macaus designation cannot be ruled out.The success of our business relies on

245、 the gaming and tourism industries of Macau.Conducting business in Macau involves certain economic and political risks relating to changes in Macaus and Chinas political,economic,and social conditions.The level of visitor arrivals to Macau from China,Hong Kong,and elsewhere may decline due to,or tra

246、vel to Macau may be disrupted by,natural disasters,outbreaks of disease,terrorist attacks,security alerts,military conflicts,or other factors.And the number of visitors may also decline due to government restrictions imposed by China and othergovernments.Epsium BVI is a holding company with no opera

247、tions of its own and may rely on dividends to be paid by our Macau subsidiary to fund our cash and financing requirements,andour dividend payments and other cash distributions to our shareholders,and to service any debt we may incur and to pay our operating expenses;Although we do not currently have

248、cash or assets in the PRC and our Hong Kong subsidiary,Epsium HK,does not have substantive operations other than facilitating inventory procurement in Hong Kong,to theextent cash or assets in the business is in the PRC,Hong Kong or a PRC or Hong Kong entity in the future,the funds or assets may not

249、be available to fund operations or for otheruse outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of the Company or our subsidiary by the PRCgovernment to transfer cash or assets.For a detailed description of the risks above,plea

250、se refer to pages 24 31.Risks Related to Our Ordinary Shares and This Offering Because Epsium BVI is incorporated under the laws of the British Virgin Islands,you may face difficulties in protecting your interests,and your ability to protect your rightsthrough the U.S.Federal courts may be limited.T

251、here has been no public market for our Ordinary Shares prior to this offering,an active trading market for our Ordinary Shares may not develop after this offering,and the tradingprice of the Ordinary Shares is likely to be volatile you may not be able to resell our Ordinary Shares at or above the pr

252、ice you paid,or at all.Because our initial public offering price is substantially higher than our net tangible book value per share,you will experience immediate and substantial dilution.The trading price of our Ordinary Shares is likely to be volatile,which could result in substantial losses to inv

253、estors.Epsium BVI is an emerging growth company within the meaning of the Securities Act of 1933(“Securities Act”)and may take advantage of certain reduced reporting requirements.Epsium BVI is a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934(the“Exch

254、ange Act”)and are exempt from certain provisionsapplicable to U.S.domestic public companies.Epsium BVI is a controlled company within the meaning of the Nasdaq Market Rules and may elect to exempt from corporate governance requirements.For a detailed description of the risks above,please refer to pa

255、ges 32 40.2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm28/321Cash Transfers Between the Company and Our Subsidiaries and Dividend Distribution As the Company a

256、nd Epsium HK are holding companies without substantive operations except as described in the paragraph immediately below in this prospectus,and neither of themgenerates any income,their respective payment obligations such as fees owned to professional service providers or government administrative f

257、ees are met by utilizing cash transfers fromthe Operating Entity.In early 2025,the Operating Entity transferred to,or paid on behalf of,Epsium BVI a total of$22,670 to pay for professional service fees and other fees in connection with this offering,withamounts ranging between$10 and$21,481.In 2024,

258、the Operating Entity transferred to,or paid on behalf of,Epsium BVI a total of$605,015 to pay for professional service fees and other fees in connection with this offering,withamounts ranging between$10 and$140,000.For example,on January 23,2024,the Operating Entity paid$77,123 on behalf of Epsium B

259、VI for our annual audit fee.On March 4,2024,theOperating Entity paid$140,000 on behalf of Epsium BVI for professional legal service fees.Additionally,in early 2023,Epsium HK facilitated the Operating Entity in procuring inventory in Hong Kong from Hong Kong-based alcoholic beverage suppliers.These s

260、uppliers preferredto deal with the Companys Hong Kong subsidiary as opposed to its Macau subsidiary before we established a business track record in Hong Kong.Epsium HK purchased from these HongKong suppliers,and sold to the Operating Entity without gross margin,alcoholic beverages in 32 transaction

261、s.To help Epsium HK pay for these inventories,the Operating Entity transferredan aggregate of$8,660,422 to Epsium HK with amounts ranging between$12,815 and$1,827,456.52025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/dat

262、a/1883437/000121390025002056/ea0226987-f1a7_epsium.htm29/321 In 2023,the Operating Entity also transferred to,or paid on behalf of,Epsium BVI a total of$476,399 to pay for professional service fees and other fees in connection with this offering,with amounts ranging between$12 and$55,560.For example

263、,on January 9,2023,the Operating Entity transferred$40,170 to Epsium BVI to pay for our annual audit fee.On January 11,2023,the Operating Entity transferred$50,000 to Epsium BVI to pay for professional legal service fees.In 2022,the Operating Entity transferred a total of$12,500 to Epsium BVI for pr

264、ofessional service fees payable to our auditor and legal counsel.We previously had no specific cash management policies and procedures in place that dictate how funds are transferred through our organization.We adopted a cash management policy onSeptember 27,2023 to improve our cash management in ge

265、neral,and cash transfers between the Company and its affiliates,in particular.Under our cash management policy,to the extent acash transfer is a part of a related party transaction,such cash transfer is further subject to our Code of Business Conduct and Ethics governing related party transactions.E

266、psium BVI is permitted under the BVI laws to provide funding to our subsidiaries in Hong Kong and Macau through loans or capital contributions without restrictions on the amount of thefunds and such funding is not subject to government registration or filing requirements under BVI laws.Epsium HK is

267、permitted under the Hong Kong laws to provide funding to Luz,subject to the compliance and satisfaction of applicable government registration,approval and/or filing requirements.As of the date of this prospectus,there has been no distribution of dividends or assets among the holding company(Epsium B

268、VI),the interim holding company(Epsium HK),or theOperating Entity(Luz)and no transfers,dividends,or distributions to our shareholders.Epsium BVI is a holding company with no operations of its own.We conduct our operations in Macau primarily through our Macau subsidiary.We may rely on dividends to be

269、 paid by ourMacau subsidiary to fund our cash and financing requirements,including the funds necessary to pay dividends and other cash distributions to our shareholders,to service any debt we mayincur and to pay our operating expenses.If our Macau subsidiary incurs debt on their own behalf in the fu

270、ture,the instruments governing the debt may restrict its ability to pay dividends ormake other distributions to us.As a British Virgin Islands company,our board of directors has discretion as to whether to pay a dividend on its shares subject to certain restrictions under British Virgin Islands law,

271、namelythat we may only pay dividends if it is solvent before and after the dividend payment in the sense that we will be able to satisfy our liabilities as they become due in the ordinary course ofbusiness;and the value of assets of our company will not be less than the sum of our total liabilities.

272、Even if our board of directors decides to pay dividends,the form,frequency,and amountwill depend upon our future operations and earnings,capital requirements and surplus,general financial condition,contractual restrictions,and other factors that the board of directors maydeem relevant.If the Company

273、 determines to pay dividends on any of the Ordinary Shares in the future,as a holding company incorporated in the British Virgin Islands,the Company will be dependent onreceipt of funds from Epsium HK.Epsium HK,in turn,will be dependent on the receipt of funds from the Operating Entity.Payments of d

274、ividends by Epsium HK are subject to Hong Kongregulations and Epsium HK is permitted under the relevant laws of Hong Kong to provide funding through dividend distribution without restrictions on the amount of the funds.There arecurrently no restrictions on dividends transfers from Hong Kong to the B

275、ritish Virgin Islands and to U.S.investors.Epsium HK is a company organized under Hong Kong law and a majority-owned subsidiary of the Company.Epsium HK is not an operating company,but an interim Hong Kong holdingcompany with operations conducted by the Operating Entity in Macau.The 32 inventory pro

276、curement transaction arrangements discussed above were stand-alone temporary arrangements,and we have ceased,and do not expect to continue,this type of arrangement involving Epsium HK.Other than the foregoing,Epsium HK has not carried out other activities,and does notmaintain any office facility or

277、personnel.Apart from the above-mentioned procurement-related expenditures and immaterial amounts of fees and expenses associated with Epsium HKsmaintaining its legal existence as a Hong Kong entity paid with funds supplied by the Operating Entity,Epsium HK does not have revenues or expenditures.2025

278、/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm30/321Current Macau regulations permit the Operating Entity to pay dividends to Epsium HK.According to Macau law,incom

279、e received in Macau is subject to taxation under MacausComplementary Tax provisions,regardless of whether the recipient is an individual or a corporation,their specific industry,or domiciliation.However,taxpayers may be eligible forparticular deductions and allowances.Any dividends received by eithe

280、r individuals or corporate shareholders are considered as income and thus are subject to complementary tax as statedabove.Non-residents and companies not incorporated in Macau that do not conduct business activities in Macau,are normally not registered with the Macau Financial Services Bureau astaxp

281、ayers,and therefore are not required to submit their income tax returns in Macau.However,the Macau taxation authorities may challenge the accuracy of income statements and maycalculate the amounts due based on prior results or estimations.In such event,appeals are available for unsatisfied parties.I

282、n addition,in accordance with the Basic Law of Macau,no foreign exchange control policies shall be applied within Macau,allowing for the free flow of capital within,into and out of theRegion.It is important to note that the Macau Monetary Authoritys“Guidelines on Anti-Money Laundering and Anti-Terro

283、rism Financing”require all banks approved to operate in Macau toestablish and implement adequate and appropriate anti-money laundering and anti-terrorism financing system.Banks are also required to conduct appropriate and reasonable due diligencemeasures when opening accounts for customers or conduc

284、ting transactions.Furthermore,they must effectively and continuously monitor customer account activities to identify unusualtransaction patterns and report any suspicious transactions to the Macau Financial Intelligence Office.62025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea

285、0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm31/321 Although we do not currently have cash or assets in the PRC and our Hong Kong subsidiary,Epsium HK,does not have substantive operations other than facilitating inventory procureme

286、ntin Hong Kong,to the extent cash or assets in the business is in the PRC,Hong Kong or a PRC or Hong Kong entity in the future,the funds or assets may not be available to fund operationsor for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and lim

287、itations on the ability of the Company or our subsidiary by the PRCgovernment to transfer cash or assets.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring or paying any dividends in theforeseea

288、ble future.Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects and other factors the board of directors deems r

289、elevant,and subject to the restrictions contained in any futurefinancing instruments.Permissions Required from the Macau and the PRC Authorities for our Business Operation and This Offering Our Macau counsel,Vong Hin Fai Lawyers&Private Notary,has advised that,as of the date of this prospectus,the C

290、ompany and its Macau subsidiary(1)are not required permissions orapprovals from any PRC national authorities to operate their businesses or to issue the Ordinary Shares to foreign investors;and(2)are not subject to permission requirements from theCSRC,the CAC or any other entity that is required to

291、approve our operations.This conclusion is based on the fact that:(1)our Companys operating subsidiary is located in Macau,(2)weand our subsidiary have no direct operations in China,and(3)pursuant to the Basic Law,national laws of the PRC shall not be applied in Macau,except for those specified in An

292、nex III ofthe Basic Law.However,the evolving legal systems of Macau and China,operating under the“One Country,Two Systems”principle,may introduce uncertainties that could potentiallyimpact and cause uncertainties in our business,indirectly through their direct impact on our PRC suppliers and custome

293、rs,and directly should we expand our business operations into thePRC.Additionally,with respect to the recent statements and regulatory actions by the PRC government,the promulgation of regulations prohibiting foreign ownership of Chinese companiesoperating in certain industries,which are constantly

294、evolving,and anti-monopoly concerns,should there be fundamental changes to the Basic Law that make such laws and regulationsapplicable in Macau,although unlikely,we may be subject to these laws and regulations and risks of the uncertainty of any future actions of the PRC government in this regard.If

295、 it is determined in the future that the approval of the CSRC,the CAC or any other regulatory authority is required for this offering,the offering will be delayed until we have obtained therelevant approvals.There is also the possibility that we may not be able to obtain or maintain such approval or

296、 that we inadvertently concluded that such approval was not required.If theapproval was required while we inadvertently concluded that such approval was not required or if applicable laws and regulations or the interpretation of such were modified to require us toobtain the CSRC approval in the futu

297、re,we may face sanctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may impose fines and penalties on ouroperations,limit our ability to pay dividends,limit our operations,or take other actions that could have a material adverse effect on our business,financial co

298、ndition,results of operations andprospects,as well as the trading price of our securities.The CSRC,the CAC,or other PRC regulatory agencies also may take actions requiring us,or making it advisable for us,to halt thisoffering before settlement and delivery of our Ordinary Shares.We also expect to be

299、come subject to PRC laws if we expand operations into or develop a physical presence in China.As of the date of this prospectus,we and our Macau operating subsidiary,Luz,also are not required to obtain permissions or approvals from any Macau authorities to operate our business orto issue the Ordinar

300、y Shares to foreign investors.Implications of the Holding Foreign Companies Accountable Act The Holding Foreign Companies Accountable Act(“HFCAA”)was enacted on December 18,2020,which states that if the SEC determines that an issuers audit reports issued by aregistered public accounting firm have no

301、t been subject to inspection by the PCAOB for three consecutive years beginning in 2021,the SEC shall prohibit such issuers securities from beingtraded on a national securities exchange or in the over-the-counter trading market in the United States.In June 2021,the Senate passed the AHFCAA,which,if

302、signed into law,would reducethe time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years.If our auditor cannot be inspected by the PCAOB for two2025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhtt

303、ps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm32/321consecutive years,the trading of our securities on any U.S.national securities exchanges,as well as any over-the-counter trading in the U.S.,will be prohibited.On September 22,2021,thePCAOB adopted a final

304、rule implementing the HFCAA,which provides a framework for the PCAOB to use when determining,as contemplated under the HFCAA,whether the PCAOB isunable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more

305、 authorities in that jurisdiction.OnDecember 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.The rules apply to registrants that the SECidentifies as having filed an annual report with an audit report issued by a registered publ

306、ic accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect orinvestigate completely because of a position taken by an authority in foreign jurisdictions.On December 16,2021,the PCAOB issued a report on its determinations that it is unable toinspect or investigat

307、e completely PCAOB-registered public accounting firms headquartered in the PRC and in Hong Kong,because of positions taken by PRC authorities in thosejurisdictions.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“Protocol”)with the CSRC and the Ministry of Finance

308、 of China.The Protocolestablishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in China and Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect

309、 and investigate PCAOB-registered public accounting firms headquartered in Chinaand Hong Kong and subsequently vacated its previous 2021 determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquarteredin China and Hong Kong.However,whether

310、 the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in Chinaand Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditors control.The PCAOB continues to demand complete access i

311、n China and HongKong moving forward and is making plans to resume regular inspections in early 2023 and beyond,as well as to continue pursuing ongoing investigations and initiate new investigations asneeded.The PCAOB has also indicated that it will act immediately to consider the need to issue new d

312、eterminations with the HFCAA if needed.72025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm33/321 As of the date of the prospectus,TAAD,LLP,our auditor,is not subjec

313、t to the determinations as to inability to inspect or investigate registered firms completely announced by the PCAOB inDecember 2021.Notwithstanding the foregoing,to our knowledge,Macau has not been subject to PCAOB investigations that are conducted in a similar manner to those conducted uponChina a

314、nd Hong Kong,and the PCAOBs ability to exercise oversight authority over Macau based accounting firms has not been called into questions likely due to the fact there are onlylimited numbers of Macau based companies listed in the United States,there is no assurance that the designation of Macau would

315、 not become an issue in the future.In addition,the aboverules and amendments and any additional actions,proceedings,or new rules resulting from these efforts to increase U.S.regulatory access to audit information could create some uncertaintyfor investors,the market price of our Ordinary Shares coul

316、d be adversely affected,and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement orbeing required to engage a new audit firm,which would require significant expense and management time Implications of Our Being an“Emerging Growth Company”The Company is an“em

317、erging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or the“JOBS Act.”An“emerging growth company”may take advantage ofreduced reporting requirements that are otherwise applicable to larger public companies that are not emerging growth companies.As an emerging growth co

318、mpany,we:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Results of Operations,or“MD&A”;are not required to disclose certain executive compensation related items such as the correlation between ex

319、ecutive compensation and performance and comparisons of the chiefexecutive officers compensation to median employee compensation;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financial reporting pursuant to Section 4

320、04 of theSarbanes-Oxley Act of 2002(“Sarbanes-Oxley Act”);are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are eligible

321、to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and will not be required to evaluate our internal control over financial reporting until our second annual report on Form 20-F after our initial public offering.We intend to t

322、ake advantage of all these reduced reporting requirements and exemptions,including the longer phase-in periods for the adoption of new or revised financial accountingstandards under 107 of the JOBS Act.Our election to use the phase-in periods may make it difficult to compare our financial statements

323、 to those of non-emerging growth companies andother emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of

324、an emerging growth company.The JOBS Act provides that we would cease to be an“emerging growth company”at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant toa registration statement declared effective under the Securities Act occurred,if we have

325、more than$1.235 billion in annual revenues,have more than$700 million in the market value of ourOrdinary Share held by non-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.Implications of Our Being a Foreign Private Issuer 2025/1/10 12:01se

326、c.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm34/321Upon the completion of this offering,the Company will report with foreign private issuer status within the meaning of the rul

327、es under the Exchange Act.As such,the Company is exemptfrom certain provisions applicable to United States domestic public companies.For example,the Company is:exempt from filing quarterly reports on Form 10-Q,from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual

328、or special meetings of shareholders,or from providing current reports on Form 8-K disclosing significant events within four(4)days of their occurrence,and from the disclosure requirements of Regulation FD;exempt from Section 16 rules regarding sales of Ordinary Shares by insiders,which will provide

329、less data in this regard than shareholders of U.S.companies that are subject to theExchange Act;exempt from the Nasdaq rules applicable to domestic issuers requiring disclosure within four(4)business days of any determination to grant a waiver of the code of businessconduct and ethics to directors a

330、nd officers.Although we will require board approval of any such waiver,we may choose not to disclose the waiver in the manner set forth in theNasdaq rules,as permitted by the foreign private issuer exemption;82025/1/10 12:01sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium

331、.htmhttps:/www.sec.gov/Archives/edgar/data/1883437/000121390025002056/ea0226987-f1a7_epsium.htm35/321 exempt from the requirement that a majority of our board of directors consists of independent directors;exempt from the requirement that our compensation committee and nominating committee consist e

332、ntirely of independent directors;and exempt from the requirement that our audit committee and compensation committee have a written charter addressing the respective committees responsibilities and authority as setforth in Nasdaq Rule 5605(c)(1)and 5605(d),respectively.Additionally,Nasdaq Rule 5615(

333、a)(3)provides that a foreign private issuer,such as us,may rely on our home country corporate governance practices in lieu of certain of the rules in theNasdaq Rule 5600 Series and Rule 5250(d),provided that we nevertheless comply with Nasdaqs Notification of Noncompliance requirement(Rule 5625),the Voting Rights requirement(Rule 5640)and that we have an audit committee that satisfies Rule 5605(c)