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 March 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 of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
1-For-100 Reverse Share Split
As previously disclosed in a current report on
Form 6-K dated January 22, 2026 of Zeta Network Group, a Cayman Islands company (the “Company”), on January 22, 2026, the
shareholders of the Company approved, at the extraordinary general meeting of the shareholders of the Company, among other things, to
authorize the Company’s board of directors (the “Board”) to effect a reverse share split and share consolidation (the
“Share Consolidation”), of the Company’s authorized and issued share capital, at a ratio of up to one-for-100, but in
any case at a ratio of not less than one-for-five, at a date to be determined by the Board, with the exact ratio to be set at a whole
number within this range, as determined by the Board in its sole discretion. The Board authorized and implemented the Share Consolidation
at a ratio of one-for-100 on February 10, 2026. The Company filed the Eighth Amended and Restated Memorandum and Articles of Association
(the “Eighth Amended M&A”) with the Cayman Islands General Registry office on February 11, 2026.
The foregoing description of the Eighth Amended
M&A does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amended M&A,
a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Upon the opening of the market on March 12, 2026,
the Company’s Class A ordinary shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a one-for-one hundred
post-reverse split basis under the current symbol “ZNB” but with a new CUSIP number, G2287A142.
As a result of the Reverse
Share Split and Share Consolidation, every 100 issued and outstanding Class A ordinary shares of the Company traded on Nasdaq will automatically,
and without any action of the Company or any holder thereof, be combined, converted, and changed into one validly issued and non-assessable
ordinary share. No fractional shares will be issued to any shareholder, and in lieu of issuing any such fractional shares, the fractional
shares resulting from the Share Consolidation will be rounded up to the next whole share.
Except for the de minimis adjustments resulting
from the treatment of fractional shares, the Share Consolidation will not have any dilutive effect on our shareholders, since each shareholder
will hold the same percentage of our ordinary shares outstanding immediately following the Share Consolidation as such shareholder held
immediately prior to the Share Consolidation.
The Share Consolidation is intended to avoid potential
non-compliance with the rule requiring a minimum bid price of $1.00 per share for continued listing
on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).
A press release of the Company dated March 9,
2026, is also included as an exhibit to this Current Report on Form 6-K and is incorporated herein by reference.
Exhibits
The following exhibits are included in this Form
6-K:
| Exhibit No. |
|
Description of Exhibit |
| 3.1 |
|
Eighth Amended and Restated Memorandum and Articles of Association. |
| 99.1 |
|
Press Release, dated March 9, 2026. |
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.
Dated: March 9, 2026
| ZETA NETWORK GROUP |
|
| |
|
|
| By: |
/s/ Samantha Huang |
|
| Name: |
Samantha Huang |
|
| Title: |
Chief Executive Officer and Director |
|
Exhibit 99.1
ZETA NETWORK GROUP ANNOUNCES REVERSE SHARE
SPLIT
NEW YORK, March 9, 2026 /PRNewswire/
-- Zeta Network Group (“Zeta” or the “Company”) (Nasdaq: ZNB), today announced that the Company’s board
of directors approved on February 10, 2026, that the authorised, issued, and outstanding shares of the Company be consolidated on a 100
for 1 ratio with the marketplace effective date of March 12, 2026.
The objective of the share consolidation is to
enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.
Beginning with the opening of trading on March
12, 2026, the Company’s Class A ordinary shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same
symbol “ZNB” but under a new CUSIP number, G2287A142.
As a result of the share consolidation, each 100
Class A ordinary shares outstanding will automatically combine and convert to one issued and outstanding Class A ordinary share without
any action on the part of the shareholders. No fractional shares will be issued to any shareholders in connection with the share consolidation,
and each shareholder will be entitled to receive one share of the Company in lieu of the fractional share of that class that would have
resulted from the share consolidation.
At the time the share consolidation is effective, the Company’s
authorized share capital is changed from USD$32,000,000.00 divided into 11,200,000,000 granted Class A Ordinary shares with a nominal
or par value of USD$0.0025 and 1,600,000,000 Class B Ordinary shares with a nominal or par value of USD$0.0025 each, to USD$32,000,000.00
divided into 112,000,000 Class A Ordinary shares with a nominal or par value of USD$0.25 each and 16,000,000 Class B Ordinary shares with
a nominal or par value of USD$0.25 each. The Company’s total issued and outstanding Class A ordinary shares will be changed from
158,079,166 Class A ordinary shares with a par value of US$0.0025 per share to approximately 1,580,792 Class A ordinary shares with a
par value of US$0.25 per share. The Company’s total issued and outstanding Class B ordinary shares will be changed from 480 Class
B ordinary shares with a par value of US$0.0025 per share to 5 Class B ordinary shares with a par value of US$0.25 per share.
About Zeta Network Group (Nasdaq: ZNB)
Zeta Network Group (Nasdaq: ZNB) is a U.S.-listed
digital infrastructure and financial technology company pioneering the convergence of traditional finance and the digital asset economy.
The Company is developing a Bitcoin-centric institutional finance platform that integrates digital asset treasury management, Bitcoin
liquidity aggregation, and sustainable Bitcoin mining operations, all within a regulated Nasdaq framework.
Led by a global team of finance and technology
experts, Zeta is redefining institutional digital finance by merging the governance and transparency of a public company with the innovation
and scalability of blockchain to create a trusted bridge between capital markets and decentralized finance.
For more information, visit ir.thezetanetwork.com.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and involve
risks and uncertainties that could cause actual results to differ materially from those projected. Forward-looking statements include,
among other things, statements regarding anticipated financial performance, strategy, and the potential impact of the transaction described
herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Zeta Network Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
