ZW Data (NASDAQ: CNET) to acquire Titans stake with stock, cash

Rhea-AI Filing Summary

ZW Data Action Technologies Inc., through its wholly owned British Virgin Islands subsidiary CNET Technology Limited, agreed to acquire a total of 19.6% equity interests in Titans Investment Asset Holdings Limited from two sellers. The consideration includes $300,000 in cash and 200,000 shares of the company’s common stock, valued at $2.10 per share for a stated total share value of $420,000. The transaction will close only after customary terms and conditions in the purchase agreement are satisfied.

Insights

Equity analyst

ZW Data is using cash and stock for a modest strategic stake in Titans, with limited disclosed financial impact.

ZW Data Action Technologies, via its CNET Technology Limited subsidiary, agreed to purchase 19.6% of Titans Investment Asset Holdings for a mix of cash and equity. The deal terms specify $300,000 in cash and 200,000 common shares valued at $2.10 each, implying share consideration of $420,000. This structure spreads consideration between immediate cash outlay and new share issuance.

The filing does not quantify Titans’ earnings or assets, so the strategic or financial contribution of this 19.6% stake cannot be gauged from the excerpt alone. The 200,000 new shares introduce some dilution, but there is no “shares outstanding” figure here to assess its relative size. Closing is described as subject to customary conditions in the agreement, so completion will depend on those conditions being met.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 17, 2025

ZW Data Action Technologies Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-34647		20-4672080
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
8/F. 29 Des Voeux Road Central, Central, Hong Kong Special Administrative Region of the People’s Republic of CN
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: +852 2669-8078

___________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CNET		Nasdaq Capital Market

Item 1.01 Entry into a Material Definitive Agreement.

On September 17, 2025, CNET Technology Limited (the “Purchaser”), a wholly-owned subsidiary of ZW Data Action Technologies Inc. (the “Company”) in the British Virgin Islands, entered into a purchase agreement (the “Acquisition Agreement”) with B Ocean Capital Management Limited, a Cayman Islands company, and Oasis Management Consultant Limited, a Hong Kong company (collectively with B Ocean Capital Management Limited, the “Sellers”) and Titans Investment Asset Holdings Limited, a British Virgin Islands company (“Titans”), pursuant to which each Seller will sell its 9.80% equity interests in Titans (the “Equity Interests”) to the Purchaser. In consideration for the Equity Interests, the Purchaser shall pay to the Sellers totaling $300,000 in cash and cause the Company to issue 200,000 shares of common stock of the Company, having a total value of $420,000 and valued at $2.10 per share, to the Sellers. The closing of the acquisition is subject to customary terms and conditions as set forth in the Acquisition Agreement.

A copy of the Acquisition Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Purchase Agreement, dated September 17, 2025

SIGNATURE

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 hereunto duly authorized.

Dated: September 19, 2025			ZW Data Action Technologies Inc.
		By:	/s/ Handong Cheng
			Name: Handong Cheng Title: Chief Executive Officer and Acting Chief Financial Officer

FAQ

What transaction did ZW Data Action Technologies (CNET) disclose in this 8-K?

ZW Data Action Technologies disclosed that its wholly owned subsidiary, CNET Technology Limited, entered into a purchase agreement to acquire equity interests in Titans Investment Asset Holdings Limited from two sellers.

How much of Titans is ZW Data Action Technologies acquiring?

The agreement provides that each of the two sellers will sell its 9.80% equity interests in Titans, giving ZW Data a total of 19.6% of Titans Investment Asset Holdings Limited.

What is the purchase price ZW Data is paying for the Titans stake?

The consideration consists of $300,000 in cash plus 200,000 shares of ZW Data’s common stock. The stock is valued at $2.10 per share, for a stated total share value of $420,000.

Who are the sellers in the Titans acquisition by ZW Data?

The sellers are B Ocean Capital Management Limited, a Cayman Islands company, and Oasis Management Consultant Limited, a Hong Kong company. Each is selling its 9.80% equity interests in Titans.

Is the Titans acquisition by ZW Data already completed?

No. The filing states that closing of the acquisition is subject to customary terms and conditions set forth in the purchase agreement.

Which subsidiary of ZW Data is directly entering the Titans purchase agreement?

The agreement is being entered into by CNET Technology Limited, a wholly owned subsidiary of ZW Data Action Technologies Inc. incorporated in the British Virgin Islands.