Zeta Network raises $10M in crypto-funded placement

Zeta Network Group (ZNB) completed the closing of a previously agreed private placement on August 17, 2026.

Rhea-AI Filing Summary

Zeta Network Group (ZNB) completed the closing of a previously agreed private placement on August 17, 2026. The company issued 3,412,970 Units at US$2.93 per Unit, each Unit consisting of one Class A ordinary share and one warrant to purchase an additional share.

Zeta Network Group received aggregate gross proceeds of US$10,000,002.10, paid in approximately 156.6533 Solv-BTC based on an exchange rate of US$63,835.08 per Solv-BTC, before expenses and excluding any future warrant exercise proceeds. A total of 3,412,970 ordinary shares and 3,412,970 warrants were issued in a transaction conducted as an unregistered private offering under Section 4(a)(2) and/or Regulation S of the Securities Act.

Filing Explained

The issued shares expand the share base; another 3,412,970 shares remain conditional on warrant exercise at US$4.40 each.

As a Form 6-K interim report, the filing reports that the August 17, 2026 closing was completed: Zeta Network Group issued 3,412,970 Class A ordinary shares, expanding the share base, while warrants for 3,412,970 additional shares remain conditional on exercise.

Under the supplied dilution definition, issuing these shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes.

Each warrant permits the holder to buy one additional ordinary share at an exercise price of US$4.40; the filing excludes any proceeds from such exercises from the completed offering proceeds, so those shares and proceeds are not part of the completed issuance.

The issued securities have not been registered under U.S. federal or state securities laws; the filing states that they cannot be offered or sold in the United States without registration or an applicable exemption.

Key Figures

Gross proceeds: US$10,000,002.10 Units issued: 3,412,970 Units Unit purchase price: US$2.93 per Unit +5 more

8 metrics

Gross proceeds US$10,000,002.10 Aggregate gross proceeds received in the private placement Offering on the Closing Date

Units issued 3,412,970 Units Total Units sold in the private placement Offering

Unit purchase price US$2.93 per Unit Price paid by Purchasers for each Unit in the Offering

Warrant exercise price US$4.40 per Warrant Share Exercise price for each Warrant to purchase one Ordinary Share

Solv-BTC consideration 156.6533 Solv-BTC Approximate cryptocurrency amount used to fund the US$10,000,002.10 gross proceeds

Solv-BTC exchange rate US$63,835.08 per Solv-BTC Applicable exchange rate used to value Solv-BTC on the Closing Date

Ordinary Shares issued 3,412,970 shares Class A ordinary shares issued as part of the Units

Warrants issued 3,412,970 Warrants Warrants issued as part of the Units in the Offering

Key Terms

private placement, Section 4(a)(2), Regulation S, Solv-BTC, +1 more

5 terms

private placement financial

"for a private placement offering (the “Offering”)"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Section 4(a)(2) regulatory

"exemption from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation S regulatory

"and/or Regulation S promulgated under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Solv-BTC financial

"paid in the form of approximately 156.6533 Solv-BTC"

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital did Zeta Network Group (ZNB) raise in the August 2026 private placement?

Zeta Network Group raised US$10,000,002.10 in gross proceeds through a private placement that closed on August 17, 2026. The company sold 3,412,970 Units, each including one Class A ordinary share and one warrant, before deducting offering expenses.

How many shares and warrants did Zeta Network Group (ZNB) issue in the Offering?

The company issued 3,412,970 Class A ordinary shares and 3,412,970 warrants in the Offering. Each warrant is exercisable for one ordinary share, creating potential additional share issuance if holders exercise their warrants in the future.

What was the Unit price and warrant exercise price in ZNB’s August 2026 Offering?

Each Unit was priced at US$2.93, consisting of one share and one warrant. Each warrant is exercisable to buy one ordinary share at an exercise price of US$4.40 per share, providing potential additional capital if exercised.

In what form did Zeta Network Group (ZNB) receive payment for the private placement?

Zeta Network Group received the US$10,000,002.10 gross proceeds in cryptocurrency, specifically about 156.6533 Solv-BTC. This amount was calculated using an exchange rate of US$63,835.08 per Solv-BTC on the closing date of the transaction.

Were the securities in Zeta Network Group (ZNB)’s Offering registered under the Securities Act?

No, the securities were not registered under the U.S. Securities Act of 1933. They were sold as a private placement relying on exemptions under Section 4(a)(2) and/or Regulation S, limiting resale unless a registration or another exemption applies.

When did Zeta Network Group (ZNB) close its private placement Offering?

The Offering closed on August 17, 2026, referred to as the Closing Date. On that date, Zeta Network Group issued all Units to the investors and received the full US$10,000,002.10 in gross proceeds before expenses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2026 - 07:00 AM EDT Learn about SEC filing dates

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 2026

Commission File Number 333-226308

Zeta Network Group

(Translation of registrant’s name into English)

14 Wall Street, 20th 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 Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

Closing of the Offering

As previously disclosed by Zeta Network Group (the “Company”) in its Form 6-K furnished on July 30, 2026 (the “Previous 6-K”), on July 29, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”) for a private placement offering (the “Offering”), pursuant to which the Company would receive aggregate gross proceeds of US$10,000,002.10, before deducting any offering expenses, in consideration for the issuance and sale of an aggregate of 3,412,970 units (the “Units”) at a purchase price of US$2.93 per Unit.

Each Unit consists of (i) one Class A ordinary share of the Company, par value US$0.02 per share (the “Ordinary Shares”), and (ii) one warrant (each, a “Warrant” and, collectively, the “Warrants”), with each Warrant exercisable to purchase one Ordinary Share (the “Warrant Shares”) at an exercise price of US$4.40 per Warrant Share.

The closing of the Offering took place on August 17, 2026 (the “Closing Date”). On the Closing Date, the Company received aggregate gross proceeds of US$10,000,002.10 from the Purchasers, before deducting any offering expenses payable by the Company and excluding any proceeds that may be received by the Company from the exercise of the Warrants. The gross proceeds were paid in the form of approximately 156.6533 Solv-BTC, based on an applicable exchange rate of US$63,835.08 per Solv-BTC. Additionally, on the Closing Date, an aggregate of 3,412,970 Ordinary Shares and 3,412,970 Warrants were issued to the Purchasers.

The securities issued in the Offering have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and were offered and sold in a private placement pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated under the Securities Act. Accordingly, the securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The foregoing summaries of the terms of the Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the complete text of the Securities Purchase Agreement and the form of Warrant, which were attached to the Previous 6-K as Exhibits 10.1 and 4.1, respectively.

This report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This report is incorporated by reference into the registration statement on Form F-3 (File No. 333-292327) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended June 30, 2025, filed with the Commission on November 12, 2025, and the Company’s other filings with the Commission, including interim reports. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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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.

Zeta Network Group
By:	/s/ Xiao Wen “Samantha” Huang
Name:	Xiao Wen “Samantha” Huang
Title:	Chief Executive Officer and Director

Date: August 19, 2026

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