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Zenta Group Company Limited Clarifies Shares Outstanding Following Recent Share Issuance

Zenta Group updates investors on its post-acquisition share count, highlighting a substantial increase in outstanding shares versus some third-party data.

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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.

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Positive

  • Acquisition of ZentoAI completed with 12,278,340 Class A shares issued as consideration
  • Authoritative share count clarified at 24,087,179 ordinary shares outstanding as of September 11, 2026

Negative

  • Share count dilution: outstanding shares rose from about 11.8 million to 24.1 million after the ZentoAI-related issuance

News Explained

The clarification adds that Class B holders may convert their shares into Class A one-for-one; because Class B shares carry 50 votes and Class A shares carry one, conversion would change the voting allocation between classes without changing the total number of shares outstanding.

Market Context

On Sep 09, Zenta Group announced the ZentoAI acquisition agreement; that earlier deal record supplie...
Analysis

On Sep 09, Zenta Group announced the ZentoAI acquisition agreement; that earlier deal record supplies the transaction context for this clarification of the share count after closing.

Key Figures

Ordinary shares outstanding: 24,087,179 shares Class A ordinary shares: 17,719,499 shares Class B ordinary shares: 6,367,680 shares +4 more
Ordinary shares outstanding
24,087,179 shares
At the closing of the ZentoAI acquisition
Class A ordinary shares
17,719,499 shares
Included in outstanding shares at acquisition closing
Class B ordinary shares
6,367,680 shares
Included in outstanding shares at acquisition closing
Shares issued for acquisition
12,278,340 Class A ordinary shares
Issued to ZentoAI selling shareholders
Third-party displayed share count
Approximately 11.8 million shares
Count described as predating the September 11 issuance
Class A votes
1 vote per share
Voting rights
Class B votes
50 votes per share
Voting rights

Historical Context

1 past event · Latest: Sep 09
1 event
  1. Sep 09

    Acquisition agreement

    24h Move
    +12.7%

    Announced ZentoAI acquisition terms including cash and restricted share consideration.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 6-k, public float, fully diluted shares
3 terms
form 6-k regulatory
"Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities"
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.
public float financial
"Shares outstanding is a distinct measure from public float"
Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.
fully diluted shares financial
"from fully diluted shares, which reflects the effect of securities convertible"
Fully diluted shares are the total number of company shares that would exist if every claim that can be turned into common stock—such as employee stock options, warrants, and convertible debt or preferred shares—were exercised or converted. Investors use this number to see the biggest possible share count when calculating ownership percentages, earnings per share and dilution risk; think of it as counting all possible slices of a pie if every coupon could be redeemed.

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

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Clarification intended to provide investors and market participants with accurate, up-to-date information based on the Company’s official filings with the U.S. Securities and Exchange Commission

MACAU, Sept. 23, 2026 (GLOBE NEWSWIRE) -- Zenta Group Company Limited (“Zenta Group” or the “Company”) (Nasdaq: ZTG) today issued a clarification regarding the number of its ordinary shares issued and outstanding, following the share issuance completed in connection with the closing of the Company’s acquisition of ZentoAI Intelligent Technology Company Limited (“ZentoAI”) on September 11, 2026.

The Company is providing this clarification because it has become aware that certain third-party market-data and trading platforms continue to display an older share count that does not reflect that issuance.

Current Shares Outstanding

As reported in the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2026, as of the closing of the ZentoAI acquisition the Company had 24,087,179 ordinary shares issued and outstanding, consisting of:

  • 17,719,499 Class A ordinary shares, par value US$0.001 per share, each carrying one vote; and
  • 6,367,680 Class B ordinary shares, par value US$0.001 per share, each carrying fifty votes.

The Company’s Class A ordinary shares are the only class of the Company’s shares listed and traded, and trade on the Nasdaq Capital Market under the symbol “ZTG.” The Class B ordinary shares are not listed and are convertible, at the option of the holder, into Class A ordinary shares on a one-for-one basis.

Recent Share Issuance

On September 11, 2026, the Company completed its acquisition of 100% of the issued and outstanding shares of ZentoAI. As part of the consideration for the acquisition, the Company issued 12,278,340 Class A ordinary shares to the selling shareholders. That issuance is reflected in the share counts set out above.

Clarification Regarding Third-Party Market Data

The Company has become aware that certain third-party financial-data and trading platforms continue to display a share count for the Company of approximately 11.8 million shares outstanding. That figure corresponds to the total number of the Company’s ordinary shares issued and outstanding immediately prior to the September 11, 2026 issuance described above, and therefore does not reflect that issuance or the Company’s current capital structure.

Third-party platforms obtain, compile, and update share data on their own schedules and according to their own methodologies, and the timing of such updates is outside the Company’s control. The Company is not aware of any basis to suggest that any platform, data provider, broker, or exchange has acted improperly, and this announcement should not be read as any allegation against any of them.

The Company’s SEC filings should be treated as the authoritative source for the Company’s reported share count. Where information displayed on any third-party platform differs from the Company’s SEC filings, investors and market participants should rely on the Company’s SEC filings. Those filings are available free of charge at www.sec.gov and through the Company’s investor relations website at https://ir.zenta.mo. The Form 6-K furnished on September 16, 2026 is available at https://www.sec.gov/Archives/edgar/data/2011458/000149315226042820/form6-k.htm.

The Company is taking steps to communicate its updated share information to relevant market-data providers, with the aim of improving consistency and transparency of the information available to investors. The timing and manner in which any provider updates the information it displays remain outside the Company’s control.

A Note on Terminology

The figures set out in this announcement refer to the Company’s ordinary shares issued and outstanding as of the closing of the ZentoAI acquisition on September 11, 2026, comprising both Class A ordinary shares and Class B ordinary shares. Shares outstanding is a distinct measure from public float, which refers to shares held by non-affiliates, and from fully diluted shares, which reflects the effect of securities convertible into or exercisable for ordinary shares. This announcement does not state a public float figure or a fully diluted share count, and the figures above should not be used as, or in place of, either measure.

About Zenta Group Company Limited

Zenta Group Company Limited is a holding company incorporated in the Cayman Islands, with operations conducted in Macau through its operating subsidiaries. The Company is a professional services provider in Macau engaged in the provision of industrial park consultation services and business investment consultation services, and in the sale of fintech products and services. Its clients are primarily from the Greater Bay Area of China. Following the Company’s acquisition of ZentoAI in September 2026, the Group also provides artificial-intelligence and data platform services to customers in mainland China and Asia.

The Company’s Class A ordinary shares have traded on the Nasdaq Capital Market since September 9, 2025, and trade under the symbol “ZTG.”

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 statements regarding the steps the Company is taking to communicate its updated share information to market-data providers and whether, when, or how any provider may update the information it displays. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations. Investors can identify these forward-looking statements by words or phrases such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “aims,” “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 Company’s 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

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

What classes of shares does Zenta Group have and which are listed for trading?

Zenta Group has Class A and Class B ordinary shares, both with par value US$0.001. Class A shares carry one vote each and are the only class listed and traded on the Nasdaq Capital Market under the symbol ZTG. Class B shares carry fifty votes each, are not listed, and are convertible at the holder’s option into Class A shares on a one-for-one basis.

Why does some market data still show approximately 11.8 million Zenta Group shares outstanding?

Some third-party financial-data and trading platforms continue to display about 11.8 million shares outstanding, which matches Zenta Group’s total ordinary shares immediately before the September 11, 2026 issuance for the ZentoAI acquisition. The company explains that these platforms update data on their own schedules and advises investors to treat its SEC filings as the authoritative source.

Does this announcement provide Zenta Group’s public float or fully diluted share count?

No. The company specifies that the figures given refer only to ordinary shares issued and outstanding as of the ZentoAI acquisition closing, including both Class A and Class B shares. It explains that shares outstanding is different from public float (shares held by non-affiliates) and from fully diluted shares (including the effect of convertible or exercisable securities). The announcement does not state public float or fully diluted share numbers.

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