Zeta Network Group (ZNB) adopts Cayman home country governance exemptions on Nasdaq

Rhea-AI Filing Summary

Zeta Network Group, a Cayman Islands company listed on Nasdaq, has clarified that it follows many Cayman home country corporate governance practices instead of standard Nasdaq rules for U.S. domestic issuers.

The company is not required to maintain items such as mandatory annual shareholder meetings within one year of fiscal year-end, proxy solicitation for all meetings, a minimum quorum of 33 1/3% of voting shares, or shareholder approval for certain share issuances above 20%, change-of-control transactions, acquisition-related issuances, or equity compensation plan changes. Zeta Network Group currently does follow Nasdaq requirements for a majority-independent board, independent compensation and nominating committees, and a company-wide code of conduct, but reserves the right to opt out of these in the future. Cayman counsel Harney Westwood & Riegels has confirmed to Nasdaq that the company’s chosen governance practices comply with Cayman Islands law and its memorandum and articles, and this confirmation is attached as Exhibit 99.1.

Insights

Corporate governance and regulatory expert

Zeta Network uses Cayman governance exemptions on Nasdaq, increasing board flexibility while reducing some U.S.-style shareholder protections.

Zeta Network Group confirms it will largely follow Cayman Islands governance rules as a foreign private issuer on Nasdaq. This means it can bypass several Nasdaq practices that are standard for U.S. companies, such as mandatory annual meetings, proxy solicitation, and strict quorum requirements.

The company is also not required to seek shareholder approval for certain share issuances over 20%, change-of-control related issuances, acquisitions paid in securities, or equity compensation plan changes. It currently maintains a majority-independent board, independent compensation and nominating committees, and a code of conduct, but explicitly reserves the right to stop doing so.

Cayman counsel Harney Westwood & Riegels provided a confirmation letter to Nasdaq stating these practices comply with Cayman law and the company’s constitutional documents. The practical impact for investors is that governance protections rely more on Cayman law and the company’s current choices than on Nasdaq’s default U.S. standards.

Key Figures

Minimum quorum standard referenced: 33 1/3% of outstanding common voting stock Share issuance threshold: 20% of then outstanding ordinary shares Exhibit date: 12 June 2026 +1 more

4 metrics

Minimum quorum standard referenced 33 1/3% of outstanding common voting stock Nasdaq quorum expectation that the company is not required to follow

Share issuance threshold 20% of then outstanding ordinary shares Level above which shareholder approval is normally expected on Nasdaq

Exhibit date 12 June 2026 Date of Cayman counsel’s home country rule exemption letter (Exhibit 99.1)

Form 6-K period June 2026 Month covered by the foreign issuer report detailing governance practices

Key Terms

foreign private issuer, home country rules, code of conduct, related party transactions, +2 more

6 terms

foreign private issuer regulatory

"Because we are a foreign private issuer, Nasdaq rules permit us to follow"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country rules regulatory

"including the home country rules that it intends to follow in lieu of Nasdaq"

code of conduct financial

"a code of conduct applicable to all directors, officers, and employees"

A code of conduct is a company's written rulebook that lays out expected behavior for employees, executives and board members—covering honesty, conflicts of interest, treatment of customers and compliance with laws. Investors care because it signals how seriously management treats ethical risks, legal compliance and corporate culture; a strong, enforced code reduces the chance of scandals, fines or damage to reputation, much like clear traffic rules reduce accidents and delays.

related party transactions financial

"appropriate review and oversight of all related party transactions for potential"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

equity compensation arrangement financial

"establishing or materially amending an equity compensation arrangement"

home country rule exemption letter regulatory

"A copy of the home country rule exemption letter from the Company’s legal"

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 6-K 

REPORT OF FOREIGN ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 

OF THE SECURITIES EXCHANGE ACT OF 1934 

For the month of June 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Corporate Governance

This current report on Form 6-K is being filed to clarify the corporate governance practices of Zeta Network Group (“we”, “our”, “us” or the “Company”), including the home country rules that it intends to follow in lieu of Nasdaq corporate governance rules.

We are a company incorporated in Cayman Islands and are listed on Nasdaq. Because we are a foreign private issuer, Nasdaq rules permit us to follow the corporate governance practices of our home country. Certain corporate governance practices in Cayman Islands differ significantly from the corporate governance standards that Nasdaq expects of domestic U.S. companies.

Among other things, we are not required to have: (i) a majority-independent board of directors; (ii) a compensation committee consisting of independent directors; (iii) a nominating committee consisting of independent directors; (iv) regularly scheduled executive sessions with only independent directors each year; (v) a code of conduct applicable to all directors, officers, and employees; (vi) an annual meeting of shareholders to be held no later than one year after the end of the issuer’s fiscal year-end; (vii) solicitation of proxies and the provision of proxy statements for all shareholder meetings; (viii) a quorum for any meeting of common stockholders to be no less than 33 1/3% of the outstanding shares of common voting stock; or (ix) an appropriate review and oversight of all related party transactions for potential conflict of interest situations on an ongoing basis by the company’s audit committee or another independent body of the board of directors. In addition, we are not required to obtain the consent of a majority of our shareholders in order to take certain actions, including: (a) issuing ordinary shares in certain transactions in excess of 20% of our then outstanding ordinary shares or that otherwise constitute a change in control; (b) issuing securities in connection with the acquisition of the stock or assets of another company; (c) issuing securities when the issuance or potential issuance will result in a change of control of the company; and (d) establishing or materially amending an equity compensation arrangement.

We avail ourselves of each of these exemptions, except for the Nasdaq requirements in (i), (ii), (iii) and (v) above, which we currently comply with but reserve the right to opt out in the future. As a result, you may not receive the benefits of certain corporate governance requirements that Nasdaq expects of U.S. domestic public companies.

Harney Westwood & Riegels, the counsel to the Company as to the laws of Cayman Islands, has provided a letter of confirmation, as required by the Nasdaq Stock Market, confirming that the governance practices adopted by the Company, in lieu of those Nasdaq corporate governance requirements where it is electing to follow local country laws and regulations, are compliant with the provisions of the laws of Cayman Islands and its amended and restated memorandum and articles of association.

A copy of the home country rule exemption letter from the Company’s legal counsel is attached hereto as Exhibit 99.1.

EXHIBITS

Exhibit No.		Description
99.1		Home Country Rule Exemption Letter dated June 12, 2026

1

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, thereto duly authorised. 

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

Date: June 15, 2026

2

Exhibit 99.1

Harney Westwood & Riegels 14th Floor, Alexandra House 18 Chater Road Central Hong Kong Tel: +852 5806 7800 Fax: +852 5806 7810

12 June 2026

068991.0001

The Nasdaq Stock Market LLC

Listing Qualifications

805 King Farm Blvd.

Rockville, Maryland 20850

United States of America

Dear Sir or Madam

Zeta Network Group, Company No 339274 (the Company)

We act as legal counsel to the Company for matters of Cayman Islands law only.

We understand from the Company’s legal counsel as to matters of United States law that:

1. The Rule 5600 Series of the Nasdaq Stock Market Rules sets forth certain corporate governance requirements for Nasdaq-listed companies, which are listed in the Schedule attached hereto; and

2. Nasdaq Marketplace Rule 5615(a)(3)(A) provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, the requirement to disclose third party director and nominee compensation set forth in Rule 5250(b)(3), and the requirement to distribute annual and interim reports set forth in Rule 5250(d), but Nasdaq Information Memorandum IM-5615-3 provides that a Foreign Private Issuer that elects to follow country practice in lieu of a requirement of Rules 5600, 5250(b)(3) or 5250(d) shall submit to Nasdaq a written statement from an independent counsel in such company’s home country certifying that the company’s practices are not prohibited by the home country’s laws.

Based on the above, we can confirm that:

A. the Company has been duly incorporated as an exempted company with limited liability and is validly existing under the laws of the Cayman Islands; and

The British Virgin Islands is Harneys Hong Kong office’s main jurisdiction of practice. Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which is
an independently owned and controlled Jersey law firm. Resident Partners: M Chu | Y Fan | SG Gray | IC Groark | SO Karolczuk | PM Kay | MW Kwok
WPT Lee | IN Mann | BP McCosker | R Ng | PJ Sephton Anguilla | Bermuda | British Virgin Islands Cayman Islands
| Cyprus | Dubai | Hong Kong | Jersey
London | Luxembourg | Shanghai | Singapore harneys.com

B. the Company’s practice of following the provisions of the laws of the Cayman Islands and the eighth amended and restated memorandum and articles of association of the Company adopted by special resolution passed at extraordinary general meeting of shareholders of the Company held on 8 May 2026 and effective on 4 June 2026 (the M&A) in lieu of the Nasdaq Stock Market Rules noted above is not prohibited under any statutory legal provision of the Cayman Islands or the M&A.

For the purposes of this opinion, we have examined the Companies Act (Revised) of the Cayman Islands, the M&A, and such other legislation and regulation as we deemed necessary or relevant, as in effect (and published or otherwise generally available) on the date of this opinion.

This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Specifically, we have made no independent investigation of the laws of the United States of America or the Nasdaq Stock Market Rules and we have assumed that there is nothing under any other law or regulation that would affect or vary the above statements. We express no opinion as to matters of fact. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.

This opinion is rendered for your benefit and the benefit of your legal counsel (in that capacity only) in connection with the transactions contemplated by the Listing. It may be disclosed to your successors and assigns only with our prior written consent. It may not be disclosed to or relied on by any other party or for any other purpose.

Yours faithfully

 

Harney Westwood & Riegels

2

Schedule

1. Rule 5605(b), pursuant to which (i) a majority of the board of directors must be comprised of independent directors, and (ii) the independent directors must have regularly scheduled meetings at which only independent directors are present.

2. Rule 5605(c), pursuant to which each company must have, and certify that it has and will continue to have, an audit committee of at least three members, each of whom must meet criteria set forth in Rule 5605(c)(2)(A).

3. Rule 5605(d), pursuant to which each company must (i) certify that it has adopted a formal written compensation committee charter and that the compensation committee will review and reassess the adequacy of the formal written charter on an annual basis, and (ii) have a compensation committee of at least two members, each of whom must be an independent director.

4. Rule 5605(e), pursuant to which director nominees must be selected, or recommended for the board of director’s selection, either by independent directors constituting a majority of the board of director’s independent directors in a vote in which only independent directors participate, or a nominations committee comprised solely of independent directors.

5. Rule 5610, pursuant to which each company shall adopt a code of conduct applicable to all directors, officers and employees.

6. Rule 5620(a), pursuant to which each company listing common stock or voting preferred stock, or their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end.

7. Rule 5620(b), pursuant to which each company shall solicit proxies and provide proxy statements for all meetings of shareholders and shall provide copies of such proxy solicitation to Nasdaq.

8. Rule 5620(c), pursuant to which each company that is not a limited partnership shall provide for a quorum as specified in its by-laws for any meeting of the holders of common stock; provided, however, that in no case shall such quorum be less than 33 1/3 % of the outstanding shares of the company’s common voting stock.

9. Rule 5630, pursuant to which each company that is not a limited partnership shall conduct an appropriate review and oversight of all related party transactions for potential conflict of interest situations on an ongoing basis by the company’s audit committee or another independent body of the board of directors.

10. Rule 5635(a), pursuant to which shareholder approval is required in certain circumstances prior to an issuance of securities in connection with the acquisition of the stock or assets of another company.

11. Rule 5635(b), pursuant to which shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company.

12. Rule 5635(c), pursuant to which shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions.

13. Rule 5635(d), pursuant to which shareholder approval is required prior to the issuance of securities in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by the company of common stock (or securities convertible into or exercisable for common stock) at a price less than the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement, which alone or together with sales by officers, directors or Substantial Shareholders of the company equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance.

3

FAQ

What did Zeta Network Group (ZNB) disclose in this June 2026 Form 6-K?

Zeta Network Group disclosed that, as a Cayman Islands foreign private issuer on Nasdaq, it follows many Cayman home country corporate governance practices instead of standard Nasdaq U.S. rules. The filing lists specific areas where it uses exemptions and those where it currently complies.

Which Nasdaq corporate governance requirements is Zeta Network Group not required to follow?

Zeta Network Group is not required to have annual shareholder meetings within one year of fiscal year-end, solicit proxies for all meetings, maintain a quorum of at least 33 1/3% of voting shares, or ensure ongoing independent review of all related party transactions by an audit committee or similar body.

Does Zeta Network Group still use independent directors and a code of conduct?

The company currently complies with Nasdaq expectations for a majority-independent board, independent compensation and nominating committees, and a code of conduct for directors, officers, and employees. However, it expressly reserves the right to opt out of these practices in the future under Cayman home country rules.

When does Zeta Network Group need shareholder approval for issuing additional securities?

Under its Cayman-based governance approach, Zeta Network Group is not required to obtain majority shareholder consent to issue ordinary shares in certain transactions above 20% of outstanding shares, in acquisition-related issuances, in change-of-control situations, or when establishing or materially amending equity compensation plans.

What role does Cayman legal counsel play in Zeta Network Group’s governance disclosure?

Cayman law firm Harney Westwood & Riegels provided a confirmation letter to Nasdaq stating that Zeta Network Group’s chosen governance practices comply with Cayman Islands law and its amended and restated memorandum and articles of association. This home country rule exemption letter is attached as Exhibit 99.1 to the report.

Why is Zeta Network Group allowed to follow Cayman governance instead of full Nasdaq U.S. standards?

Because Zeta Network Group qualifies as a foreign private issuer and is incorporated in the Cayman Islands, Nasdaq rules allow it to follow home country corporate governance practices. The filing explains which Cayman-based practices it uses and how they differ from Nasdaq’s expectations for U.S. domestic companies.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 HOME COUNTRY RULE EXEMPTION LETTER DATED JUNE 12, 2026 25.3 KB