Welcome to our dedicated page for Zeta Network Group SEC filings (Ticker: ZNB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Zeta Network Group filings document the company's foreign-issuer current reports, shareholder votes, governance actions, and capital-structure changes. Its Form 6-K disclosures cover extraordinary general meeting notices and results, share capital reductions and reorganizations, amended memorandum and articles, and the completed reverse share split for its Nasdaq-traded Class A ordinary shares.
The filing record also includes registered direct offering disclosures involving convertible notes and warrants, material agreements, executive officer changes, and security-structure matters. These filings describe how ZNB manages ordinary-share mechanics, financing instruments, shareholder approvals, and public-company governance as a Cayman Islands issuer.
Zeta Network Group reports unaudited six‑month interim results to December 31, 2025, showing a net loss of $97.1 million on cryptocurrency mining revenue of $16.9 million. Mining generated a gross loss of about $0.9 million as power, hosting and depreciation costs exceeded Bitcoin production value.
Total assets rose to $195.6 million, driven mainly by $174.99 million of SolvBTC cryptocurrency and $17.7 million of mining equipment, while cash and cash equivalents were $1.67 million. The company recorded a $55.8 million impairment on cryptocurrency and an $8.6 million impairment on mining equipment.
Operating cash flow from continuing operations was positive at $2.45 million, supported by non‑cash charges, but the company carried an accumulated deficit of about $352.3 million and outstanding long‑term loan obligations of $12.7 million. Management concludes that these factors raise substantial doubt about Zeta Network Group’s ability to continue as a going concern, even after recent equity raises and crypto asset issuances.
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.
Zeta Network Group ownership disclosure: Anson Funds Management LP and affiliated filers report beneficial ownership of 185,146 Ordinary Shares, representing 8.2% of the class. The filing states this percentage is calculated using 2,096,656 outstanding Ordinary Shares as of March 31, 2026 and 152,358 shares issuable upon exercise, for a denominator of 2,249,014.
The shares relate to positions held by private funds for which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors; control over voting and disposition is described as shared among the named filers.
Zeta Network Group held an extraordinary general meeting of shareholders on May 8, 2026, where all proposals on the agenda were approved. Shareholders representing 1,341,313 shares, or 72.38% of the 1,853,049 shares outstanding as of March 18, 2026, formed a quorum.
Investors approved a share capital reduction and reorganization, followed by a major increase in authorised share capital from US$320,000, divided into 112,000,000 Class A and 16,000,000 Class B shares, to US$32,000,000, divided into 11,200,000,000 Class A and 1,600,000,000 Class B shares. They also approved the Ninth and Tenth Amended and Restated Memorandum and Articles of Association and a share consolidation, with each resolution receiving over 1.30 million votes in favour.
Zeta Network Group has called an Extraordinary General Meeting on May 8, 2026 to approve major changes to its share capital structure and governing documents. Shareholders are being asked to approve a share capital reduction and reorganization, a large increase in authorised share capital, a share consolidation, and new Ninth and Tenth Amended Memorandum and Articles of Association. The authorised capital increase would take the company from US$320,000 divided into 112,000,000 Class A and 16,000,000 Class B ordinary shares to US$32,000,000 divided into 11,200,000,000 Class A and 1,600,000,000 Class B ordinary shares, all at US$0.0025 par value. The board unanimously recommends voting in favour, and shareholders can vote by proxy online, email, fax or mail.
Zeta Network Group reports a Schedule 13G filing showing L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 175,442 Class A Ordinary Shares, representing 9.99% of the Class A outstanding. The filing states the percentage is based on 1,580,792 Class A Ordinary Shares outstanding per a Prospectus Supplement filed March 13, 2026.
The 175,442 shares are described as issuable upon conversion of a Senior 10% Original Issue Discount Convertible Promissory Note and are subject to a 9.99% beneficial ownership limitation. The filing separately discloses additional conversion and warrant amounts as context only.
Zeta Network Group entered a registered direct financing for up to $10 million of senior secured convertible notes and warrants in two tranches. The first tranche closed with $6 million in principal amount of 10% original-issue-discount notes, warrants for up to 270,271 Class A ordinary shares, and 185,344 pre-delivery shares, generating gross proceeds of $5.4 million before fees. The notes convert at the lower of $18.51 or a formula tied to 90% of the lowest 10-day VWAP, subject to a $1.742 floor, and are secured by all subsidiaries, ranking senior to other debts. Warrants are immediately exercisable at $18.51 per share for five years. A second $4 million tranche with similar terms may follow after the 1‑for‑100 reverse split has seasoned on Nasdaq and if additional conditions, including a minimum $10 million market capitalization, are met. Net proceeds are earmarked for general corporate and working capital purposes.
Zeta Network Group is registering an offering of $6,000,000 principal amount of Senior 10% Original Issue Discount Convertible Promissory Notes (the First Tranche Notes), First Tranche Warrants to purchase up to 270,271 Class A Ordinary Shares, and 185,344 Class A Ordinary Shares as pre-delivery shares to be issued at the First Tranche Closing.
The First Tranche Notes convert immediately upon issuance at an initial conversion price equal to the lower of $18.51 or an Alternative Conversion Price (which is the greater of a $1.742 Floor Price subject to semiannual reset or 90% of a ten-trading-day lowest VWAP), subject to customary adjustments and ownership limits (9.99%). The First Tranche Warrants are exercisable at $18.51 and expire five years after initial exercise. The Purchase Agreement contemplates a conditional Second Tranche of up to $4,000,000 no sooner than May 12, 2026, which is not registered here. Shares were retroactively adjusted for a 1:100 Share Consolidation effective February 10, 2026, and Ordinary Shares trade on Nasdaq under the symbol ZNB.
Zeta Network Group reported that Chief Investment Officer Patrick Ngan resigned from his role effective March 6, 2026. The company states his departure is due to personal reasons and clarifies it does not stem from any disagreement over operations, policies, or practices.
Zeta Network Group is implementing a 1-for-100 reverse share split and share consolidation of its Class A and Class B ordinary shares. Beginning March 12, 2026, Class A shares will trade on Nasdaq on a split-adjusted basis under the symbol ZNB with a new CUSIP.
Each 100 Class A ordinary shares will automatically convert into one share, with fractional positions rounded up to the next whole share. Authorized Class A shares will change from 11,200,000,000 at par US$0.0025 to 112,000,000 at par US$0.25, and Class B from 1,600,000,000 to 16,000,000 on the same par value change.
Issued and outstanding Class A shares will change from 158,079,166 to approximately 1,580,792, and Class B from 480 to 5, with each holder maintaining the same ownership percentage aside from de minimis rounding effects. The consolidation is intended to help the company regain compliance with Nasdaq’s US$1.00 minimum bid price requirement and maintain its listing.