EPWK Holdings Ltd.

EPWK Holdings Ltd. is a Cayman Islands holding company conducting operations in China through subsidiaries and a variable interest entity (VIE), EPWK VIE (Xiamen EPWK Network Technology Co., Ltd.), operating one of only two comprehensive crowdsourcing platforms matching businesses (buyers) with service providers (sellers) for services like design, software development, and marketing. From platform launch in 2011 through June 30, 2025, it enabled US$2.03 billion in GMV across 564 million projects, with 9.04 million registered buyers and 17.51 million sellers. For fiscal years ended June 30, 2025, 2024, and 2023, consolidated revenues were $27.84 million, $20.22 million, and $19.81 million respectively, but net losses widened to $10.44 million in 2025 from $1.20 million and $1.08 million prior years, reflecting parent-level losses of $9.67 million. All revenue is generated by the VIE. This F-1 registers resale of up to 221,376,995 Class A Ordinary Shares by Selling Shareholders from a January 2026 private placement of 284 million shares at $0.05 each for $14.2 million gross proceeds; the company receives no proceeds. Shares trade on OTCID as EPWKF at $0.02 on March 18, 2026, after Nasdaq delisting. The company retains earnings for growth with no dividend plans, faces PRC regulatory risks on VIE structure and cash transfers, and relies on contractual control of VIE without equity ownership, exposing investors to unique risks in a controlled company with Mr. Guohua Huang holding 95.1% voting power.

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