Zenta Group Company Limited Announces Filing of US$50 Million Universal Shelf Registration Statement on Form F-3

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.

Rhea-AI Summary

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.

Positive

• US$50 million Form F-3 shelf enables multiple future securities offerings
• Filing is intended to provide greater financial flexibility for the company

Negative

• None.

News Explained

Zenta’s F-3 is not yet effective and carries no present obligation to sell securities; if it later issues Class A shares through it, the added shares would reduce existing holders’ percentage ownership.

Market Context

Before publication, ZTG had closed at $1.67, down 7.73%; the filing added up to $50 million of poten...

Analysis

Before publication, ZTG had closed at $1.67, down 7.73%; the filing added up to $50 million of potential primary issuance capacity, but remained ineffective with 0 recorded uses.

Key Figures

Potential offering capacity: US$50,000,000 Filing date: September 22, 2026 Effectiveness status: Not yet effective

Potential offering capacity

US$50,000,000

Form F-3 shelf registration; Class A shares, debt securities, warrants, rights, and units

Filing date

September 22, 2026

Form F-3 registration statement

Effectiveness status

Not yet effective

Registration statement filed with the SEC

Key Terms

shelf registration statement, form f-3, prospectus supplement, free writing prospectus

4 terms

shelf registration statement financial

"filed a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"a shelf registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"described in a prospectus supplement and any related free writing prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

free writing prospectus regulatory

"any related free writing prospectus to be filed with the SEC"

A free writing prospectus is any written communication about a public securities offering that supplements the formal registration document and is delivered to potential investors without being filed in full in the official registration statement. It matters because it can include up-to-the-minute details, risks, or projections that affect how investors value the offering—think of it as a real-time update or flyer that adds important context beyond the static, formal brochure.

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MACAU, Sept. 22, 2026 (GLOBE NEWSWIRE) -- Zenta Group Company Limited (“Zenta Group” or the “Company”) (Nasdaq: ZTG), a Macau-based professional services provider engaged in industrial park consultation, business investment consultation, and the sale of fintech and artificial-intelligence products and services, today announced that it has filed a shelf registration statement on Form F-3 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”).

The Registration Statement, once declared effective by the SEC, would allow the Company to offer and sell, from time to time in one or more offerings, up to an aggregate of US$50,000,000 of its Class A ordinary shares, par value US$0.001 per share, debt securities, warrants, rights, and units, or any combination thereof, together or separately.

The Registration Statement was filed on September 22, 2026 and has not yet become effective. The specific terms of any securities offered, and the intended use of proceeds for that offering, will be described in a prospectus supplement and any related free writing prospectus to be filed with the SEC at the time of the offering. Except as may be described in an applicable prospectus supplement, the Company currently intends to use the net proceeds from any sale of securities under the Registration Statement for general corporate purposes.

The Company is filing the Registration Statement to provide financial flexibility. The filing of the Registration Statement does not mean that any securities will be offered or sold, and the Company has no present commitment or obligation to offer or sell any securities under it.

The Registration Statement, including the preliminary prospectus contained therein, is available on the SEC’s website at www.sec.gov. Before investing in any securities that may be offered, investors should read the prospectus in the Registration Statement, any applicable prospectus supplement, and the other documents the Company has filed with the SEC that are incorporated by reference therein for more complete information about the Company and any such offering.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Any offering of securities under the Registration Statement will be made only by means of a prospectus and a related prospectus supplement forming part of the effective registration statement.

About Zenta Group Company Limited

Founded in 2019, Zenta Group Company Limited is a diversified consulting, fintech, and artificial-intelligence solutions provider based in Macau. Through its operating subsidiaries, the Company provides industrial park consultation, business investment consultation, and fintech products and services, and, following its acquisition of ZentoAI Intelligent Technology Company Limited in September 2026, artificial-intelligence and data platform services. 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 and AI solutions.

For more information, please visit the Company’s investor relations 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 Registration Statement, whether and when the Registration Statement may be declared effective by the SEC, whether the Company will offer or sell any securities thereunder, the timing, size, terms, and completion of any such offering, and the anticipated use of proceeds of any such offering. 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 market conditions and the satisfaction of customary closing conditions for any offering. 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, and encourages investors to review the risk factors and other information in the Registration Statement and in the Company’s other filings with the SEC, including its Annual Report on Form 20-F for the fiscal year ended September 30, 2025.

For investor and media inquiries, please contact:

Zenta Group Company Limited, Investor Relations, Avenida do Infante D. Henrique, No. 47-53A, Macau Square, 13th Floor, Unit M, Macau 999078 Tel: +853 2840 0625 Email: ir@zenta.mo

FAQ

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What types of securities can Zenta Group offer under this Form F-3 shelf?

Under the Form F-3 shelf, Zenta Group may offer and sell, together or separately, up to an aggregate of US$50,000,000 of its Class A ordinary shares, debt securities, warrants, rights, and units, or any combination of these securities.

Has the Form F-3 registration statement for Zenta Group become effective?

No. The registration statement on Form F-3 was filed with the SEC on September 22, 2026 and has not yet become effective. Securities may not be sold, and offers to buy may not be accepted, until the registration statement becomes effective.

How does Zenta Group currently plan to use proceeds from any future offerings?

Except as may be described in an applicable prospectus supplement, Zenta Group currently intends to use the net proceeds from any sale of securities under the registration statement for general corporate purposes.

Where can investors find more detailed information about any future Zenta Group offering?

More detailed information will be provided in the prospectus in the registration statement, any applicable prospectus supplement, and any related free writing prospectus filed with the SEC. The registration statement, including the preliminary prospectus, is available on the SEC’s website at www.sec.gov.

Does the Form F-3 shelf mean Zenta Group will definitely issue new securities?

No. The company states that filing the registration statement does not mean any securities will be offered or sold, and it has no present commitment or obligation to offer or sell securities under the shelf.