Zenta Group Company Limited Announces Agreement to Acquire ZentoAI Intelligent Technology Company Limited

Zenta Group plans to buy AI firm ZentoAI with cash and restricted shares to expand its AI and big data footprint in East Asia.

Rhea-AI Summary

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.

Positive

• Deal consideration: HKD 10,000,000 cash plus US$5,844,490 in restricted shares for 100% of ZentoAI
• Board and audit committee approval obtained for the related party acquisition
• AI and big data capabilities added through ZentoAI’s platforms such as FinSMarket and Macwise

Negative

• Equity component of US$5,844,490 in restricted shares implies shareholder dilution
• Closing risk: completion not assured and subject to multiple conditions and a 120-day long stop date

Argus Sep 9 session 56 alerts

+12.65% close to close 112.3x rel. volume Open Argus

Details

Market move: ZTG +12.65% in the Sep 9 session. AI technology acquisition

+63.4% Peak Tracked

-7.5% Trough Tracked

$19.27M Market Cap

On Sep 9, the day this news came out, ZTG closed 12.65% above the previous close. Argus tracked a peak move of +63.4% during that session. Argus tracked a trough of -7.5% from its starting point during tracking. Our momentum scanner recorded 56 alerts for this stock that day. Relative volume reached 112.3x the daily average during tracking.

Data tracked by StockTitan Argus for the Sep 9 session.

Key Figures

Ownership acquired: 100% Cash consideration: HKD10,000,000 Restricted-share consideration: US$5,844,490 +3 more

Ownership acquired

100%

ZentoAI acquisition

Cash consideration

HKD10,000,000

Aggregate purchase price

Restricted-share consideration

US$5,844,490

Aggregate purchase price

Restricted-share issue price

US$0.476 per share

Zenta Group Class A ordinary shares

Closing deadline

30th business day

After satisfaction or waiver of closing conditions

Long-stop date

120 days

After the Agreement date

Key Terms

share purchase agreement, fully-diluted, as-converted basis, related party transaction, +2 more

6 terms

share purchase agreement financial

"entered into a share purchase agreement, dated September 9, 2026"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

fully-diluted financial

"all of the issued and outstanding shares of ZentoAI on a fully-diluted"

Fully-diluted means the total number of shares that would exist if every outstanding option, warrant, convertible security and any other promise of future shares were exercised or converted. Investors use the fully-diluted share count to see the largest possible pool of shares that can dilute earnings, ownership percentages and per-share values — like knowing the size of a cake if you include every promised slice before dividing it.

as-converted basis financial

"on a fully-diluted and as-converted basis"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

related party transaction regulatory

"this transaction constitutes a related party transaction under applicable Nasdaq rules"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

long stop date regulatory

"by the long stop date of one hundred and twenty (120) days"

A long stop date is the final deadline in a transaction or agreement by which all required steps, approvals, or conditions must be completed; if they are not met by that date the deal can be cancelled or renegotiated. Think of it as the ‘last call’ expiry on a plan—investors pay attention because it creates a clear risk of termination, timing for cash flows, and potential changes to valuation or strategy if milestones are missed.

form 6-k regulatory

"furnish to the U.S. Securities and Exchange Commission on Form 6-K"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Acquisition intended to support Zenta Group’s expansion of its AI and big data business and strengthen its presence in East Asia

MACAU, Sept. 09, 2026 (GLOBE NEWSWIRE) -- Zenta Group Company Limited (“Zenta Group” or the “Company”) (Nasdaq: ZTG), a Macau-based professional services provider that offers consultation services to industrial park, business investment and sales of fintech products and services, today announced that it has entered into a share purchase agreement, dated September 9, 2026 (the “Agreement”), with ZentoAI Intelligent Technology Company Limited (“ZentoAI”), a company incorporated in the Macau Special Administrative Region (Macau commercial and movable property registry no. 96491 SO), and ZentoAI’s shareholders (the “Selling Shareholders”), pursuant to which Zenta Group has agreed to acquire 100% of the issued and outstanding shares of ZentoAI (the “Acquisition”).

Transaction Details

Under the terms of the Agreement, Zenta Group will acquire from the Selling Shareholders — including ZentoAI Company Limited, ZentoAI’s founding shareholder — all of the issued and outstanding shares of ZentoAI on a fully-diluted and as-converted basis, free and clear of all liens.

The aggregate purchase price consists of (i) HKD10,000,000 payable in cash and (ii) US$5,844,490 payable in the form of restricted Class A ordinary shares of Zenta Group (the “Restricted Shares”) at an issue price of US$ 0.476 per share, in each case subject to the adjustments set forth in the Agreement. The Restricted Shares will be subject to transfer restrictions under the Agreement. Mr. Ng Wai Ian, the Chairman of the board and Chief Executive Officer of the Company, is the chairman of ZentoAI’s board of directors and has significant influence over ZentoAI. Accordingly, this transaction constitutes a related party transaction under applicable Nasdaq rules and has been reviewed and approved by the Company’s audit committee and the Company’s board of directors.

The Closing is expected to take place no later than the thirtieth (30th) business day after the satisfaction or waiver of the closing conditions set forth in the Agreement, which include, among others, the continued accuracy of the warranties given by ZentoAI and the Selling Shareholders, the absence of any material adverse effect on ZentoAI, the receipt of all required consents and approvals, and the approval of Zenta Group’s internal governance body. The Agreement may be terminated in certain circumstances, including by Zenta Group if the Closing has not occurred by the long stop date of one hundred and twenty (120) days after the date of the Agreement (or such later date as the parties may agree). There can be no assurance that the Acquisition will be completed on the anticipated timeline, or at all.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company expects to furnish to the U.S. Securities and Exchange Commission (the “SEC”) on Form 6-K.

Strategic Rationale

The Acquisition reflects Zenta Group’s strategic focus on expanding its artificial intelligence and big data business and its objective of increasing its presence and market share in East Asia. Management believes that the Acquisition, if completed, has the potential to provide the Company with enhanced access to markets in the region, expand its AI and big data capabilities, strengthen its strategic positioning in East Asia, and support long-term value creation for shareholders. These expectations reflect management’s current beliefs and intentions; they are not guarantees of future performance, and the realization of any anticipated benefits remains subject to the completion of the Acquisition, the terms and conditions of the Agreement, and the risks described under “Forward-Looking Statements” below.

ZentoAI is an AI and big data technology company focused on artificial-intelligence research and development, the development and construction of digital-intelligence platforms, enterprise-grade AI applications, and industry AI solutions. Its capabilities span large-model (LLM) deployment, AI-agent application development, data analytics, intelligent recommendation, and private, on-premise deployment, with applications across financial technology, smart tourism, business promotion, and small- and medium-enterprise services. ZentoAI has developed platforms such as FinSMarket, an AI-driven U.S.-equity research and analysis platform serving individual investors and financial-services users, and Macwise (澳智通), a smart-tourism and promotion platform for Macau available on the App Store.

Management believes ZentoAI’s AI and big data technology and its established platforms are complementary to Zenta Group’s existing consultation and fintech businesses, and that the Acquisition, if completed, may enhance the Company’s technology capabilities and support its objective of expanding its presence and market share across East Asia.

Management Commentary

Mr. Wai Ian Ng, Chief Executive Officer of Zenta Group, commented, “This acquisition reflects an important step in our strategy to expand Zenta Group’s artificial intelligence and big data business. We believe ZentoAI’s technology and platforms, including FinSMarket and Macwise, will strengthen our capabilities and support our objective of growing our presence across East Asia. We look forward to working toward completion of the transaction and to integrating ZentoAI into the Zenta Group platform.”

About ZentoAI Intelligent Technology Company Limited

Founded in 2022, ZentoAI Intelligent Technology Company Limited is a Macau-incorporated technology company (Macau commercial and movable property registry no. 96491 SO) focused on artificial-intelligence research and development, digital-intelligence platform development and construction, enterprise-grade AI applications, and industrial intelligence. Guided by an “AI-driven industrial digital-intelligence upgrade” strategy, ZentoAI provides digital-intelligence platform construction, AI-agent application development, large-model deployment, data application systems, AI-tool integration and industry solutions to enterprises, industry platforms and public-service scenarios.

ZentoAI’s platforms include FinSMarket, an AI-driven U.S.-equity analysis platform that integrates market data, company fundamentals, news, financial statements, analyst ratings and industry comparisons to provide structured, AI-generated investment research, with multilingual coverage of European, U.S. and Southeast Asian markets; and Macwise (澳智通), an AI-powered smart-tourism and business-promotion platform for Macau, whose consumer and merchant applications are available on the App Store.

About Zenta Group Company Limited

Founded in 2019, Zenta Group Company Limited is a diversified consulting and fintech solutions provider based in Macau. The Company provides industrial park consultation, business investment consultation, and fintech product and service through its operating entities LIC, LFT, and LMS. Zenta Group supports clients—primarily from China’s Greater Bay Area—in navigating commercial project approvals, acquiring equity stakes in targeted opportunities, and accessing fintech solutions. With a focus on strategic growth, the Company aims to strengthen its consultation services while expanding its fintech footprint.

For more information, please visit the Company’s website: https://ir.zenta.mo

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, statements regarding the proposed acquisition of ZentoAI, the expected timing of the closing of the Acquisition, and the anticipated benefits of the Acquisition to the Company, including expanded AI and big data capabilities, enhanced market access and strategic positioning in East Asia, and potential long-term value creation for shareholders. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Acquisition will be completed on the anticipated terms and timing or at all, that the closing conditions under the Agreement will be satisfied, and that the anticipated benefits of the Acquisition will be realized. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results, including as a result of the risk that the Acquisition does not close when expected or at all, and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.

For investor and media inquiries, please contact:

Zenta Group Investor Relations Email: ir@zenta.mo

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the main payment terms for Zenta Group’s acquisition of ZentoAI?

The purchase price consists of HKD 10,000,000 payable in cash and US$5,844,490 payable in the form of restricted Class A ordinary shares of Zenta Group at an issue price of US$0.476 per share, in each case subject to adjustments set out in the Agreement.

Why is this considered a related party transaction and how was it handled?

The deal is a related party transaction because Zenta Group’s chairman and CEO, Mr. Ng Wai Ian, is also the chairman of ZentoAI’s board and has significant influence over ZentoAI. The company states that the transaction was reviewed and approved by its audit committee and its board of directors.

What conditions must be met before the acquisition of ZentoAI can close?

Closing is conditioned on factors that include the continued accuracy of warranties given by ZentoAI and the selling shareholders, the absence of any material adverse effect on ZentoAI, receipt of required consents and approvals, and approval by Zenta Group’s internal governance body. The company indicates that closing is expected no later than the 30th business day after these conditions are satisfied or waived.

Can the acquisition agreement between Zenta Group and ZentoAI be terminated?

The Agreement may be terminated in certain circumstances, including by Zenta Group if closing has not occurred by the long stop date of 120 days after the Agreement date, or by such later date as the parties may agree.

What business does ZentoAI operate and how does it relate to Zenta Group’s strategy?

ZentoAI is an AI and big data technology company focused on artificial-intelligence R&D, digital-intelligence platforms, enterprise AI applications, and industry solutions. It has platforms such as FinSMarket, an AI-driven U.S. equity research and analysis platform, and Macwise (澳智通), a smart-tourism and promotion platform for Macau. Management believes these technologies and platforms are complementary to Zenta Group’s existing consultation and fintech businesses and may help expand its presence in East Asia.