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Zenta Group (ZTG) has agreed to acquire 100% of ZentoAI Intelligent Technology Company Limited under a share purchase agreement dated September 9, 2026.
The aggregate consideration comprises HKD 10,000,000 in cash plus US$5,844,490 in restricted Class A ordinary shares issued at US$0.476 per share, subject to agreed adjustments. All ZentoAI shares will be acquired on a fully diluted, as-converted basis, free of liens, and the new shares will be subject to transfer restrictions. The transaction is a related party transaction because Zenta Group CEO and chairman Mr. Ng Wai Ian also chairs ZentoAI’s board and has significant influence over ZentoAI; it has been reviewed and approved by the audit committee and full board.
Closing is expected within 30 business days after satisfaction or waiver of conditions, with a 120-day long stop date, and there is no assurance the acquisition will be completed.