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Crypto-funded unit deal gives Zeta Network Group (ZNB) $10,000,002.1

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Zeta Network Group entered into a securities purchase agreement with certain investors on July 29, 2026 for a private placement of units totaling US$10,000,002.1. Each unit consists of one Class A ordinary share, par value US$0.02, and one warrant, priced at US$2.93 per unit.

Each warrant is immediately exercisable upon issuance to purchase one Class A ordinary share at an exercise price of US$4.40 and will expire at 5:00 p.m. New York City time on the fifth anniversary of its issuance. Gross proceeds are payable in approximately 156.6533 Solv-BTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, using an exchange rate of US$63,835.08 per Solv-BTC. The agreement includes customary representations, warranties and covenants by Zeta Network Group and the purchasers, and closing of the transaction is subject to customary closing conditions.

Positive

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Negative

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Filing Explained

The July 29 agreement has not closed; completing it would add ordinary shares, with further shares possible if warrants are exercised.

As a Form 6-K, this interim report discloses that Zeta Network Group entered an agreement to issue units to selected investors; closing remains subject to customary conditions, so no completed issuance is disclosed.

Each unit would contain one Class A ordinary share and one immediately exercisable warrant, with each warrant able to purchase one additional share at US$4.40 until the fifth anniversary of issuance.

If the transaction closes, issuing the ordinary shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes; later warrant exercises could add further shares.

Private placement size US$10,000,002.1 Aggregate purchase price of units under the securities purchase agreement
Unit offering price US$2.93 per Unit Price per unit consisting of one Class A ordinary share and one warrant
Warrant exercise price US$4.40 per Class A ordinary share Exercise price for each warrant included in the units
Proceeds in Solv-BTC 156.6533 Solv-BTC Approximate gross proceeds payable in wrapped Bitcoin-backed tokens
Solv-BTC exchange rate US$63,835.08 per Solv-BTC Applicable exchange rate used to value Solv-BTC for the transaction
Warrant term Until the fifth anniversary of issuance Warrants expire at 5:00 p.m. New York City time on the fifth anniversary
securities purchase agreement financial
"entered into a securities purchase agreement (the “SPA”) with certain investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
private placement financial
"issue and sell to each Purchaser in a private placement 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.
wrapped Bitcoin-backed token technical
"a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol"
exercise price financial
"will expire ... at an exercise price of US$4.40 per Class A ordinary share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
customary closing conditions regulatory
"closing of the transaction is subject to the satisfaction of customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

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

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FAQ

What financing transaction did Zeta Network Group (ZNB) undertake in July 2026?
Zeta Network Group entered into a securities purchase agreement on July 29, 2026 for a private placement of units totaling US$10,000,002.1. The deal involves institutional purchasers and is subject to customary closing conditions before it becomes effective.

How are the private placement units of Zeta Network Group (ZNB) structured and priced?
Each unit includes one Class A ordinary share and one warrant, sold at an offering price of US$2.93 per unit. The share has a par value of US$0.02, and every unit provides both immediate equity and a future purchase right.

What are the key terms of the Zeta Network Group (ZNB) warrants?
Each warrant is immediately exercisable upon issuance to purchase one Class A ordinary share at an exercise price of US$4.40. The warrants expire at 5:00 p.m. New York City time on the fifth anniversary of their issuance date.

In what form will investors pay for Zeta Network Group (ZNB) private placement units?
Gross proceeds are payable in approximately 156.6533 Solv-BTC, a 1:1 wrapped Bitcoin-backed token. The transaction uses an exchange rate of US$63,835.08 per Solv-BTC, linking the US dollar value of the offering to Solv-BTC tokens.

What is Solv-BTC in the Zeta Network Group (ZNB) transaction?
Solv-BTC is described as a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, an on-chain Bitcoin reserve. It provides institutional mechanisms for the productive use of Bitcoin holdings and serves as the payment medium for the gross proceeds.

What conditions must be met before the Zeta Network Group (ZNB) private placement closes?
Closing of the transaction is subject to the satisfaction of customary closing conditions set out in the securities purchase agreement. These include standard representations, warranties and covenants by both Zeta Network Group and the participating purchasers.

 

 

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 July 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 ☐

 

 

 

 

 

 

Securities Purchase Agreement

 

On July 29, 2026, Zeta Network Group (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain investors (the “Purchasers”) pursuant to which the Company agrees to issue and sell to each Purchaser in a private placement offering (the “Offering”), the Purchasers agree to purchase an aggregate of US$10,000,002.1 of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value of US$0.02 per share (the “Share”), and one warrant (the “Warrant”), each Warrant entitling the Purchaser of a Unit to purchase one Share, at an offering price of US$2.93 per Unit.

 

The Warrants will be immediately exercisable from the date of issuance and will expire at 5:00 p.m. (New York City time) on the fifth anniversary of the date of issuance, at an exercise price of US$4.40 per Class A ordinary share.

 

The gross proceeds of the Offering are payable by approximately 156.6533 Solv-BTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, an on-chain Bitcoin reserve providing institutional mechanisms for the productive use of Bitcoin holdings, based on an applicable exchange rate of US$63,835.08 per Solv-BTC.

 

The SPA contains customary representations, warranties, and covenants by the Company and the Purchasers. The closing of the transaction is subject to the satisfaction of customary closing conditions.

 

The foregoing descriptions of the Warrant and the SPA do not purport to be complete and are qualified in their entirety by reference to the complete text of the form of the Warrant and the SPA, which are attached as Exhibits 4.1 and 10.1, respectively, to this Report on Form 6-K and are hereby incorporated by reference.

 

EXHIBITS

 

Exhibit No.   Description
4.1   Form of Class A Ordinary Shares Purchase Warrant.
10.1   Form of Securities Purchase Agreement, dated as of July 29, 2026, by and among Zeta Network Group and each Purchaser.

 

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: July 30, 2026

 

 

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Source: View Original Filing on SEC EDGAR

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