Zenta Group (ZTG) subsidiary ZentoAI has signed a memorandum of understanding to acquire control of a mainland China digital technology provider. The privately held target is profitable and provides AI and big-data services to large and smaller businesses. Consideration may comprise cash and/or newly issued Zenta Group equity, with definitive commercial terms still to be negotiated.
Although the memorandum includes binding provisions, including confidentiality and governing law, neither party is legally obliged to complete the acquisition. Completion depends on satisfactory due diligence, definitive agreements and requisite board approvals. Zenta Group frames the proposal as part of its shift toward AI and data solutions; ZentoAI plans to continue adding customers and pursuing acquisition opportunities in mainland China and Southeast Asia.
Zenta Group (ZTG) announced a board-approved strategic realignment to refocus its business operations on artificial intelligence and data solutions.
The shift builds on a September 9, 2026 share purchase agreement to acquire 100% of ZentoAI Intelligent Technology’s issued and outstanding shares. ZentoAI develops AI and big-data technology, including digital intelligence platforms. Zenta plans to concentrate capital and management resources on long-term growth. Management believes the acquisition could expand its capabilities and market access in Southeast Asia, but anticipated benefits depend on successful implementation of the realignment.
Zenta Group (ZTG) reported on September 24, 2026, that ZentoAI’s prospective customers had declined or indefinitely suspended proposed engagements.
Zenta Group acquired all of ZentoAI’s shares on September 11, 2026. None of the affected discussions had become a binding purchase order or definitive agreement. As of September 24, ZentoAI had no confirmed customer orders, signed contracts generating committed revenue or other binding customer commitments in its order pipeline. The company does not currently expect ZentoAI to secure orders or generate meaningful revenue in the near term.
Zenta Group is seeking alternative customers and reviewing costs. It is also assessing whether these developments affect the carrying amount of its ZentoAI investment, including any acquisition-related goodwill and intangible assets.
Zenta Group (ZTG) clarified its current shares outstanding following a recent share issuance tied to its acquisition of ZentoAI Intelligent Technology Company Limited on September 11, 2026.
As of the acquisition closing, Zenta Group has 24,087,179 ordinary shares issued and outstanding, comprising 17,719,499 Class A shares (one vote each) and 6,367,680 Class B shares (fifty votes each). The company issued 12,278,340 Class A shares as part of the ZentoAI acquisition consideration.
The company notes that some third-party platforms still show about 11.8 million shares outstanding, which reflects the pre‑issuance figure, and advises investors to rely on its SEC filings for the authoritative share count. The announcement also explains that shares outstanding differ from public float and fully diluted share measures.
Zenta Group (ZTG) filed a universal shelf registration statement on Form F-3 with the SEC to enable future offerings of up to US$50 million in securities.
Once declared effective, the filing would allow Zenta Group to issue, in one or more offerings, Class A ordinary shares, debt securities, warrants, rights, units, or combinations of these. The registration statement was filed on September 22, 2026 and is not yet effective. Specific terms and the use of proceeds for any particular offering will be detailed in a related prospectus supplement. The company currently expects to use any net proceeds primarily for general corporate purposes and describes the filing as aimed at providing financial flexibility.
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.