Zeta Network Group (ADD) to extinguish convertible notes through share conversion

Rhea-AI Filing Summary

Zeta Network Group entered into a Payoff Letter Agreement with all holders of its outstanding convertible notes. Under this agreement, the remaining principal on the notes will be fully settled through a one-time conversion into Class A ordinary shares at a fixed price of US$1.15 per share. Each Conversion Share has a par value of $0.0025. Once these shares are issued and delivered, the convertible notes will be completely satisfied, released, and extinguished, and the noteholders will no longer have rights or claims under the notes. Related transaction documents will also terminate, and the parties will provide mutual releases effective at closing.

Insights

Capital structure analyst

Zeta converts remaining convertible notes into equity, eliminating the debt.

Zeta Network Group and the holders of its outstanding convertible notes agreed to settle the remaining principal through a single equity conversion at US$1.15 per Class A ordinary share. This turns all remaining note obligations into equity and removes the notes as a liability once the Conversion Shares are issued.

After issuance and delivery of the Conversion Shares, the notes are described as fully satisfied, released, and extinguished, with no further rights or claims for the holders. The Agreement also terminates related transaction documents and includes mutual releases, simplifying contractual relationships that originated with the notes.

The overall impact is a shift from debt claims to equity ownership for the former noteholders. Future filings may provide details on the number of shares issued and the resulting ownership structure following this one-time conversion.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 333-226308

ZETA Network Group

(Translation of registrant’s name into English)

80 Broad Street, 5th Floor
New York, NY 10005
Tel: +1 (929) 317-2699
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Entry into Payoff Letter Agreement

On September 4, 2025, Zeta Network Group (the “Company”) entered into a Payoff Letter Agreement (the “Agreement”) with each of the holders (the “Holders”) of the Company’s outstanding convertible notes (the “Notes”) originally issued on January 16, 2025 pursuant to that certain Securities Purchase Agreement dated September 27, 2024, as amended.

Pursuant to the Agreement, the Company and the Holders agreed to fully and finally settle the remaining outstanding principal balances of the Notes through a one-time conversion into Class A ordinary shares, par value $0.0025 per share (the “Conversion Shares”), at a fixed conversion price of US$1.15 per share.

Upon issuance and delivery of the Conversion Shares, the Notes shall be deemed fully satisfied, released, and extinguished, and the Holders shall have no further rights or claims thereunder. The Agreement also provides for the termination of the related transaction documents and mutual releases among the parties, effective upon closing.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Form of Payoff Letter Agreement, which is furnished as Exhibit 99.1 to this Report on Form 6-K and incorporated herein by reference.

Exhibit No.		Description
99.1		Form of Payoff Letter Agreement

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 4, 2025

Zeta Network Group
By:	/s/ Samantha Huang
Name:	Samantha Huang
Title:	Chief Executive Officer

2

FAQ

What did Zeta Network Group (ADD) announce in this Form 6-K?

Zeta Network Group disclosed that it entered into a Payoff Letter Agreement with the holders of its outstanding convertible notes to fully settle the remaining principal through a one-time conversion into Class A ordinary shares at a fixed price of US$1.15 per share.

How will the Zeta Network Group convertible notes be settled?

The remaining outstanding principal balances of the convertible notes will be settled through a one-time conversion into Class A ordinary shares at a fixed conversion price of US$1.15 per share.

What happens to the convertible notes after the conversion at Zeta Network Group?

Upon issuance and delivery of the Conversion Shares, the convertible notes will be fully satisfied, released, and extinguished, and the holders will have no further rights or claims under the notes.

Are any related agreements affected by Zeta Network Group’s payoff arrangement?

Yes. The Payoff Letter Agreement provides for the termination of the related transaction documents and includes mutual releases among the parties, effective upon closing.

What type of shares are issued in the Zeta Network Group conversion?

The notes convert into Class A ordinary shares of Zeta Network Group, each with a par value of $0.0025 per share, issued at a fixed conversion price of US$1.15 per share.

Where can investors find the full terms of Zeta Network Group’s Payoff Letter Agreement?

The full terms are contained in the Form of Payoff Letter Agreement, which is filed as Exhibit 99.1 to this Form 6-K and incorporated by reference.