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Zeta Network Group (ZNB) filed its Form 20-F for the year ended June 30, 2025. The company reports a strategic shift from entertainment technology into Bitcoin-centric digital asset finance, integrating treasury management, liquidity aggregation and mining. Cryptocurrency mining operations began in Kazakhstan in April 2025, alongside a strategic partnership with SOLV Foundation.
As of June 30, 2025, there were 1,095,905 Class A ordinary shares and 480 Class B ordinary shares outstanding. Customer concentration was high, with one customer accounting for 100% of 2025 sales. The company notes significant Bitcoin price volatility and custodial counterparty risks that could affect results and share price.
Capital actions included a $31.6 million secured loan maturing July 24, 2028, a registered offering for $15 million in gross proceeds on October 7, 2025, and a private placement of units totaling $230,837,060 on October 15, 2025. ZNB previously regained compliance with Nasdaq’s $1.00 bid price rule in late 2024, but cautions about future compliance risk and potential volatility.
Zeta Network Group reported a completed private placement (PIPE) under a securities purchase agreement, selling units priced at $1.70 per unit, each consisting of one Class A ordinary share and a warrant to buy one share. The filing states estimated aggregate gross proceeds of $230,837,060.2, with the warrants immediately exercisable for 60 months at an exercise price of $2.55 per share. The consideration is payable by 2,000 SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol.
The transaction closed on October 17, 2025 and includes customary representations, warranties, covenants, and closing conditions. A press release announcing the pricing and signing was issued on October 15, 2025. The warrant form and the SPA are filed as exhibits to this report.
Zeta Network Group completed a registered direct offering, selling 800,000 Class A ordinary shares at $1.00 per share and pre-funded warrants to purchase up to 14,200,000 Class A ordinary shares at $0.9975 per warrant. The transaction closed on October 9, 2025 and generated approximately $15 million in gross proceeds, which the company plans to use for working capital and general corporate purposes.
The pre-funded warrants carry a $0.0025 per-share exercise price, are exercisable immediately, and include a 9.99% beneficial ownership limitation. As of this report, purchasers exercised pre-funded warrants for 800,000 shares, which the company has issued. Univest Securities acted as exclusive placement agent, earning a 7% cash fee on gross proceeds and up to $50,000 in reimbursed expenses. For 45 days from closing, the company agreed not to issue or announce new equity (with limited exceptions) or engage in variable rate transactions. The securities were offered under the company’s effective Form F-3 and an October 7, 2025 prospectus supplement.
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