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 has called an Extraordinary General Meeting on May 8, 2026 to approve major changes to its share capital structure and governing documents. Shareholders are being asked to approve a share capital reduction and reorganization, a large increase in authorised share capital, a share consolidation, and new Ninth and Tenth Amended Memorandum and Articles of Association. The authorised capital increase would take the company from US$320,000 divided into 112,000,000 Class A and 16,000,000 Class B ordinary shares to US$32,000,000 divided into 11,200,000,000 Class A and 1,600,000,000 Class B ordinary shares, all at US$0.0025 par value. The board unanimously recommends voting in favour, and shareholders can vote by proxy online, email, fax or mail.
Zeta Network Group reports a Schedule 13G filing showing L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 175,442 Class A Ordinary Shares, representing 9.99% of the Class A outstanding. The filing states the percentage is based on 1,580,792 Class A Ordinary Shares outstanding per a Prospectus Supplement filed March 13, 2026.
The 175,442 shares are described as issuable upon conversion of a Senior 10% Original Issue Discount Convertible Promissory Note and are subject to a 9.99% beneficial ownership limitation. The filing separately discloses additional conversion and warrant amounts as context only.
Zeta Network Group entered a registered direct financing for up to $10 million of senior secured convertible notes and warrants in two tranches. The first tranche closed with $6 million in principal amount of 10% original-issue-discount notes, warrants for up to 270,271 Class A ordinary shares, and 185,344 pre-delivery shares, generating gross proceeds of $5.4 million before fees. The notes convert at the lower of $18.51 or a formula tied to 90% of the lowest 10-day VWAP, subject to a $1.742 floor, and are secured by all subsidiaries, ranking senior to other debts. Warrants are immediately exercisable at $18.51 per share for five years. A second $4 million tranche with similar terms may follow after the 1‑for‑100 reverse split has seasoned on Nasdaq and if additional conditions, including a minimum $10 million market capitalization, are met. Net proceeds are earmarked for general corporate and working capital purposes.
Zeta Network Group is registering an offering of $6,000,000 principal amount of Senior 10% Original Issue Discount Convertible Promissory Notes (the First Tranche Notes), First Tranche Warrants to purchase up to 270,271 Class A Ordinary Shares, and 185,344 Class A Ordinary Shares as pre-delivery shares to be issued at the First Tranche Closing.
The First Tranche Notes convert immediately upon issuance at an initial conversion price equal to the lower of $18.51 or an Alternative Conversion Price (which is the greater of a $1.742 Floor Price subject to semiannual reset or 90% of a ten-trading-day lowest VWAP), subject to customary adjustments and ownership limits (9.99%). The First Tranche Warrants are exercisable at $18.51 and expire five years after initial exercise. The Purchase Agreement contemplates a conditional Second Tranche of up to $4,000,000 no sooner than May 12, 2026, which is not registered here. Shares were retroactively adjusted for a 1:100 Share Consolidation effective February 10, 2026, and Ordinary Shares trade on Nasdaq under the symbol ZNB.
Zeta Network Group reported that Chief Investment Officer Patrick Ngan resigned from his role effective March 6, 2026. The company states his departure is due to personal reasons and clarifies it does not stem from any disagreement over operations, policies, or practices.
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.