Zeta Network Group (ZNB) plans reverse split, equity share plan 2026

Rhea-AI Filing Summary

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.

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 January 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 ☐

Announcement of Notice Convening Extraordinary General Meeting on January 22, 2026

On January 12, 2026, Zeta Network Group (the “Company”) sent a Notice of Extraordinary General Meeting (the “Notice”) to be held on January 22, 2026, at 9:00 am local time #3A, 3rd Floor, Huihuang Times Building, Haidian District, Beijing, China (8:00 pm Eastern time on January 21, 2026) for the purposes of considering and, if thought fit, passing the following shareholders’ resolutions: 

Resolution 1:

RESOLVED AS AN ORDINARY RESOLUTION, that the reverse share split and share consolidation of the Company’s authorised and issued share capital, at a ratio of up to one-for-one hundred, but in any case at a ratio of not less than one-for-five (the “Approved Consolidation Ratio”), at a date to be determined by the Board, with the exact ratios to be set at a whole number within this range, as determined by the Board in its sole discretion, such that the number of authorised and issued Class A Ordinary Shares and Class B Ordinary Shares is decreased by the Approved Consolidation Ratio, with the par value per Class A Ordinary Share and Class B Ordinary Share increased by the Approved Consolidation Ratio, and the authorised share capital of the Company shall be altered (assuming an Approved Consolidation Ratio of 1:100) from USD$32,000,000 divided into 11,200,000,000 Class A Ordinary shares with a nominal or par value of USD$0.0025 each and 1,600,000,000 Class B Ordinary shares with a nominal or par value of USD$0.0025 each to US$32,000,000.00 divided into as low as 112,000,000 Class A Ordinary Shares of a nominal or par value of USD$0.25 each and 16,000,000 Class B Ordinary Shares of a nominal or par value of USD$0.25 each, be and is hereby approved in all respects;

Resolution 2:

RESOLVED AS AN ORDINARY RESOLUTION, that, subject to the approval and implementation of the Reverse Share Split and Share Consolidation, the share sub-division of the Company’s authorised and issued share capital, at a ratio to be determined by the Board following their determination of the Approved Consolidation Ratio (the “Approved Sub-Division Ratio”), at a date to be determined by the Board, such that the number of authorised and issued Class A Ordinary Shares and Class B Ordinary Shares is increased by the Approved Sub-Division Ratio, with the par value per Class A Ordinary Share and Class B Ordinary Share decreased by the Approved Sub-Division Ratio, and the authorised share capital of the Company shall be altered (assuming an Approved Consolidation Ratio of 1:100) from US$32,000,000 divided into 112,000,000 Class A Ordinary Shares of a nominal or par value of USD$0.25 each and 16,000,000 Class B Ordinary Shares of a nominal or par value of USD$0.25 each to US$32,000,000 divided into 700,000,000 Class A Ordinary Shares of a nominal or par value of USD$0.04 each and 100,000,000 Class B Ordinary Shares of a nominal or par value of USD$0.04 each, be and is hereby approved in all respects; 

Resolution 3:

RESOLVED AS A SPECIAL RESOLUTION, that, subject to the approval and implementation of the Reverse Share Split and Share Consolidation, the Eighth Amended and Restated Memorandum and Articles of Association of the Company, a copy of which is attached hereto as Exhibit 99.2 , subject to adjustment solely in respect of the final Approved Consolidation Ratio, be adopted in substitution for, and to the exclusion of, the existing Seventh Amended and Restated Memorandum and Articles of Association of the Company to reflect the alteration of the authorised share capital of the Company as a result of the Reverse Share Split and Share Consolidation, be and is hereby approved in all respects;

Explanation regarding Resolution 3: The proposed changes to the Amended and Restated Memorandum and Articles of Association of the Company are limited to a change to reflect the Approved Consolidation Ratio as contemplated by Resolution #1, above.

Resolution 4:

RESOLVED AS A SPECIAL RESOLUTION, that, subject to the approval and implementation of the Reverse Share Split and Share Consolidation and Share Sub Division, the Ninth Amended and Restated Memorandum and Articles of Association of the Company, a copy of which is attached hereto as Exhibit 99.3, subject to adjustment solely in respect of the final Approved Sub Division Ratio, be adopted in substitution for, and to the exclusion of, the existing Eighth Amended and Restated Memorandum and Articles of Association of the Company to reflect the alteration of the authorised share capital of the Company as a result of the Reverse Share Split and Share Consolidation and the Share Sub Division, be and is hereby approved in all respects;

Explanation regarding Resolution 4: The proposed changes to the Amended and Restated Memorandum and Articles of Association of the Company are limited to a change to reflect the Approved Sub-Division Ratio as contemplated by Resolution #2, above.

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Resolution 5:

RESOLVED AS AN ORDINARY RESOLUTION, that the Company’s 2026 Equity Incentive Plan be and is hereby approved in all respects in substantially the form which is attached hereto as Exhibit 99.4 and that 26,695,000 Class A Ordinary Shares be and are hereby reserved for issuance under the 2026 Equity Incentive Plan; and

Resolution 6:

RESOLVED AS AN ORDINARY RESOLUTION, that the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary or convenient to ensure that any required supplement or amendment to the notice of meeting is provided to shareholders or (B) in order to solicit additional proxies from shareholders in favour of one or more of the proposals at the Extraordinary General Meeting, be and is hereby approved in all respects.

The directors of the Company have unanimously recommended that such resolutions be approved and adopted by the shareholders of the Company.

A copy of the Notice is attached hereto as Exhibit 99.1 and a copy of the proposed Eighth Amended and Restated Memorandum and Articles of Association and Ninth Amended and Restated Memorandum and Articles of Association of the Company are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively, and such exhibits are incorporated by reference herein.

The information contained in this Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-292327) and Registration Statement on Form S-8 (File No. 333-289850). 

Exhibits

Exhibit Number		Exhibit Description
99.1		Notice of Extraordinary General Meeting of the Company and Proxy Card.
99.2		Eighth Amended and Restated Memorandum and Articles of Association.
99.3		Ninth Amended and Restated Memorandum and Articles of Association.
99.4		2026 Equity Incentive Plan.

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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, thereto duly authorized. 

ZETA NETWORK GROUP
(Registrant)
By:	/s/ Samantha Huang
Name:	Samantha Huang
Title:	Chief Executive Officer and Director

Date: January 12, 2026

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FAQ

What is ZNB Zeta Network Group asking shareholders to approve at the January 2026 meeting?

Zeta Network Group is asking shareholders to approve a reverse share split and share consolidation, a subsequent share sub-division, updates to its Amended and Restated Memorandum and Articles of Association to reflect these changes, a 2026 Equity Incentive Plan, and authority to adjourn the meeting if additional time is needed to gather proxies or amend materials.

What reverse share split is ZNB Zeta Network Group proposing?

The company proposes a reverse share split and share consolidation of its authorised and issued Class A and Class B Ordinary Shares at a ratio of up to one-for-one hundred, but not less than one-for-five. The exact ratio within this range, called the Approved Consolidation Ratio, will be determined by the board.

How will the share sub-division work for ZNB Zeta Network Group?

After implementing the reverse share split and share consolidation, the board may implement a share sub-division at an Approved Sub-Division Ratio it selects. An example in the resolutions shows authorised capital moving from 112,000,000 Class A and 16,000,000 Class B shares at US$0.25 par value to 700,000,000 Class A and 100,000,000 Class B shares at US$0.04 par value.

What changes to ZNB Zeta Network Groups charter documents are proposed?

The company is asking shareholders to approve an Eighth and then a Ninth Amended and Restated Memorandum and Articles of Association. These special resolutions are limited to updating the authorised share capital figures to reflect the final reverse split, share consolidation, and share sub-division ratios approved by the board.

What is included in the 2026 Equity Incentive Plan for ZNB Zeta Network Group?

The proposed 2026 Equity Incentive Plan would reserve 26,695,000 Class A Ordinary Shares for issuance. The plan is to be approved in substantially the form attached as Exhibit 99.4, allowing the company to grant equity-based awards using those reserved shares.

When and where will ZNB Zeta Network Groups Extraordinary General Meeting take place?

The Extraordinary General Meeting is scheduled for January 22, 2026, at 9:00 a.m. local time at #3A, 3rd Floor, Huihuang Times Building, Haidian District, Beijing, China, which corresponds to 8:00 p.m. Eastern time on January 21, 2026.

How has ZNB Zeta Network Groups board recommended voting on these resolutions?

The directors have unanimously recommended that shareholders approve and adopt all of the proposed resolutions, including the reverse share split, share sub-division, charter amendments, 2026 Equity Incentive Plan, and adjournment authority.