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 August 2025
Commission File Number: 333-226308
Zeta Network Group
(Translation of registrant’s name into English)
80 Board 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 ☐
Registered Direct Offering Closing
As previously disclosed, on August 13, 2025, Zeta
Network Group (f/k/a Color Star Technology Co., Ltd.) (the “Company”) entered into securities purchase agreements (the
“Purchase Agreement”) with certain institutional investors for the purchase and sale of 11,450,000 class A ordinary
shares, par value of $0.001 per share, of the Company (the “Ordinary Share”) at a purchase price of $0.56 per share,
together with warrants to purchase up to 11,450,000 Ordinary Shares (the “Warrants”) at an initial exercise price of
$0.56 per share (the “Offering”). Gross proceeds, before deducting placement agent fees and other Offering expenses,
are approximately $6.4 million.
Concurrently with the execution of the Purchase
Agreement, the officers and directors of the Company and shareholders of the Company holding 5% or more of the Company’s Ordinary
Shares entered into lock-up agreements (the “Lock-Up Agreement”) pursuant to which they have agreed, among other things,
not to sell or dispose of any Ordinary Shares which are or will be beneficially owned by them for thirty (30) days following the closing
of the Offering.
In addition, the Company entered into an agreement with certain existing
investors holding Convertible Notes issued by the Company in January 2025 (the “Waiver Agreement”), pursuant to which
such investors have agreed to waive certain rights in consideration of the Company issuing to such investors approximately 2.9 million
additional warrants to purchase Ordinary Shares, identical in all respects to the Warrants issued in the Offering.
The Company entered into certain placement agency
agreement dated August 13, 2025 (the “Letter Agreement”), with Maxim Group LLC, as sole placement agent (the “Placement
Agent”). The Company agreed to pay the Placement Agent an aggregate fee equal to 6.5% of the gross proceeds raised in the Offering.
The Company also agreed to reimburse the Placement Agent $50,000 for the reasonable and accounted fees and expenses of legal counsel.
Upon satisfaction of customary closing conditions, the Offering was
consummated on August 14, 2025.
Copies of the form of the Purchase Agreement,
form of the Warrant, form of the Lock-Up Agreement, form of the Waiver Agreement and form of the Letter Agreement are furnished hereto
as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, and are incorporated herein by reference. The foregoing summaries of the terms
of the Purchase Agreement, Warrant, Lock-Up Agreement, Waiver Agreement and the Letter Agreement are subject to, and qualified in their
entirety by, such documents.
The Ordinary Shares and Warrants are offered pursuant
to the Company’s effective registration statement on Form
F-3 (Registration Statement No. 333-281668) previously filed with the United States Securities and Exchange Commission (the “SEC”),
which was declared effective by the SEC on August 28, 2024. A prospectus supplement relating to the securities was filed by the Company
with the SEC on August 14, 2025.
A copy of the legal opinion issued by the Company’s
Cayman Islands counsel Conyers Dill & Pearman LLP is attached hereto as Exhibit 5.1.
| Exhibit No. |
|
Description |
| 5.1 |
|
Legal Opinion by Conyers Dill & Pearman LLP |
| 99.1 |
|
Form of the Purchase Agreement |
| 99.2 |
|
Form of the Warrant |
| 99.3 |
|
Form of the Lock-Up Agreement |
| 99.4 |
|
Form of the Waiver Agreement |
| 99.5 |
|
Form of the Letter Agreement |
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: August 18, 2025
| Zeta Network Group |
|
| |
|
|
| By: |
/s/ Samantha Huang |
|
| Name: |
Samantha Huang |
|
| Title: |
Chief Executive Officer |
|
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