Welcome to our dedicated page for Zeta Network Group SEC filings (Ticker: ZNB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Zeta Network Group (Nasdaq: ZNB) SEC filings page brings together the company’s official disclosures as a foreign private issuer, including its current reports on Form 6-K and references to registration statements on Form F-3 and Form S-8. Zeta Network Group is described in these filings as a Cayman Islands exempted company with limited liability and a digital infrastructure and financial technology company that is developing a Bitcoin-centric institutional finance platform while operating an entertainment and education business.
Through its Form 6-K filings, the company reports material events such as registered direct offerings, private placements, strategic partnerships, and corporate governance changes. For example, Zeta Network Group has filed 6-Ks describing a registered direct offering of Class A ordinary shares (or pre-funded warrants in lieu thereof) under an effective Form F-3 shelf registration statement, and a separate private placement of units consisting of Class A ordinary shares and warrants, with gross proceeds payable in SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol.
Other 6-K filings detail a Strategic Partnership Agreement with SOLV Foundation, the appointment of a Chief Investment Officer, and changes in board leadership, including the resignation and appointment of a chairwoman of the board. The company has also furnished a Notice of Extraordinary General Meeting seeking shareholder approval for a reverse share split and share consolidation, a subsequent share sub-division, amendments to its memorandum and articles of association, and a 2026 Equity Incentive Plan with Class A ordinary shares reserved for issuance.
On Stock Titan, ZNB’s filings are updated as they are released through the SEC’s EDGAR system. AI-powered summaries help explain the key points of lengthy documents, such as the terms of securities purchase agreements, warrant structures, and proposed changes to authorized share capital. Users can quickly understand how offerings, equity incentive plans, and governance resolutions may affect the company’s capital structure without reading every page of the underlying filings.
In addition to 6-Ks, investors can reference Zeta Network Group’s annual reports on Form 20-F and its registration statements for more comprehensive information on business operations, risk factors, and share classes. Stock Titan’s tools surface these filings alongside AI-generated highlights, making it easier to navigate complex regulatory documents related to ZNB.
Zeta Network Group is implementing a 1-for-100 reverse share split and share consolidation of its Class A and Class B ordinary shares. Beginning March 12, 2026, Class A shares will trade on Nasdaq on a split-adjusted basis under the symbol ZNB with a new CUSIP.
Each 100 Class A ordinary shares will automatically convert into one share, with fractional positions rounded up to the next whole share. Authorized Class A shares will change from 11,200,000,000 at par US$0.0025 to 112,000,000 at par US$0.25, and Class B from 1,600,000,000 to 16,000,000 on the same par value change.
Issued and outstanding Class A shares will change from 158,079,166 to approximately 1,580,792, and Class B from 480 to 5, with each holder maintaining the same ownership percentage aside from de minimis rounding effects. The consolidation is intended to help the company regain compliance with Nasdaq’s US$1.00 minimum bid price requirement and maintain its listing.
Zeta Network Group reported the results of an extraordinary general meeting where all proposals passed with 135,786,506 votes in favor and none against or abstaining. Shareholders authorized the board to carry out a reverse share split and share consolidation of the Company’s authorized and issued share capital at a ratio between one-for-five and up to one-for-one hundred, with par value per share adjusted accordingly. They also approved a related share sub-division to reset the capital structure, illustrated by an example moving the authorized capital from 112,000,000 Class A and 16,000,000 Class B shares at US$0.25 par value each to 700,000,000 Class A and 100,000,000 Class B shares at US$0.04 par value each. Special resolutions were passed to adopt new amended and restated memoranda and articles of association to implement these changes. In addition, shareholders approved a 2026 Equity Incentive Plan, reserving 26,695,000 Class A Ordinary Shares for future issuance, and an adjournment proposal.
Zeta Network Group has called an Extraordinary General Meeting for January 22, 2026 to seek shareholder approval for several capital and governance changes. The board proposes a reverse share split and share consolidation at a ratio between one-for-five and one-for-one hundred, which would reduce the number of authorised and issued Class A and Class B Ordinary Shares while increasing their par value. A subsequent share sub-division would then increase the number of shares and lower the par value again, with example figures showing a move to 700,000,000 Class A and 100,000,000 Class B shares at US$0.04 par value.
Shareholders are also being asked to adopt updated Eighth and Ninth Amended and Restated Memorandum and Articles of Association to reflect these capital structure changes. In addition, the meeting will vote on a 2026 Equity Incentive Plan, reserving 26,695,000 Class A Ordinary Shares for issuance, and on allowing adjournment of the meeting if more time is needed to secure proxies or update meeting materials.
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.
Zeta Network Group announced a leadership change by appointing Patrick Ngan as its new Chief Investment Officer on October 8, 2025. The CIO role typically oversees how a company manages and allocates its investments, which can influence long-term capital deployment and growth plans. The company later issued a press release on October 10, 2025 to formally announce this appointment, which is attached to the report as an exhibit.
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Zeta Network Group filed a Form 6-K as a foreign private issuer, mainly to furnish documents about a new strategic partnership. The filing lists a press release and a Strategic Partnership Agreement dated October 3, 2025 between Zeta Network Group and the SOLV Foundation, describing a collaboration to advance Bitcoin-centric finance. The report is administrative in nature, formally submitting these partnership materials to U.S. investors.
Zeta Network Group reported a leadership change on its board of directors. Ms. Wei Zhang resigned as a director and as chairwoman of the board for personal reasons, effective September 24, 2025. The company stated that her resignation was not due to any disagreement regarding its operations, policies, or practices.
Effective the same day, the board appointed Ms. Chloe Zhou Parker as a director and the new chairwoman. Ms. Parker leads Marina VIP LLC, a real estate investment and management company, as Chief Executive Officer and also serves as business development director at Bitwisdom Ltd., focusing on blockchain-based services. She has no family relationships with existing directors or executives and no related-party transactions requiring disclosure. Her service terms are governed by a director offer letter, a form of which is included as an exhibit.