UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-42568
EPSIUM ENTERPRISE
LIMITED
c/o Companhia de Comércio Luz
Limitada
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar
P
Macau, SAR China
+853-2857-5252
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Filing of the Amended and Restated Memorandum and Articles of Association
On August 22, 2025, an Extraordinary General Meeting
of Shareholdersof EPSIUM ENTERPRISE LIMITED (the “Company”) was held (the “Meeting”). Pursuant to and in accordance
with the provisions of British Virgin Islands laws and the currently effective memorandum and articles of association of the Company,
the majority shareholder of the company approved the third amendment and restatement of the Memorandum and Articles (the “Third
Amended and Restated M&A”). This proposal described in more
detail in the 6-K Amendment, filed with the Securities and Exchange Commission on August 28, 2025.
The Third Amended and Restated M&A took effect
on August 27, 2025, when the necessary filings were completed with the Registry of Corporate Affairs of the British Virgin Islands. A
copy of the Third Amended and Restated M&A is attached hereto as Exhibit 3.1.
EXHIBIT INDEX
3.1 |
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Third Amended and Restated Memorandum and Articles of Association filed on August 27, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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EPSIUM ENTERPRISE LIMITED |
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Date: September 8, 2025 |
By: |
/s/ Ming Yin Au Yeung |
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Name: |
Ming Yin Au Yeung |
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Title: |
Chief Financial Officer |
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