L1 Capital reports 9.99% Zeta Network stake

Rhea-AI Filing Summary

Zeta Network Group (ZNB) is reported to have 9.99% of its Class A Ordinary Shares beneficially owned by L1 Capital Global Opportunities Master Fund, Ltd., as corrected in this amended Schedule 13G. L1 Capital reports beneficial ownership of 538,443 Class A Ordinary Shares, with sole voting and dispositive power over all of these shares.

The position consists of 11,584 Class A Ordinary Shares, 1,038 shares issuable upon conversion of a Senior 10% Original Issue Discount Convertible Promissory Note subject to a 9.99% beneficial ownership limitation, and 525,821 shares issuable upon exercise of various warrants. An additional 435,286 warrant shares are excluded due to the 9.99% beneficial ownership limitation. The 9.99% interest is based on 4,862,965 Class A Ordinary Shares outstanding as of August 31, 2026.

Key Figures

Beneficially owned Class A Ordinary Shares: 538,443 shares Percent of class beneficially owned: 9.99% Shares outstanding: 4,862,965 Class A Ordinary Shares +5 more

8 metrics

Beneficially owned Class A Ordinary Shares 538,443 shares Beneficial ownership reported by L1 Capital Global Opportunities Master Fund, Ltd.

Percent of class beneficially owned 9.99% Percentage of Zeta Network Group Class A Ordinary Shares

Shares outstanding 4,862,965 Class A Ordinary Shares Outstanding as of August 31, 2026, based on issuer information

Currently held Class A Ordinary Shares 11,584 shares Part of L1 Capital’s reported beneficial ownership

Shares issuable upon conversion of Senior 10% OID Note 1,038 shares Subject to a 9.99% beneficial ownership limitation

Shares issuable upon exercise of warrants (included) 525,821 shares From warrants purchased in February 2025, September 2025, and March 2026

Warrant shares excluded due to 9.99% cap 435,286 shares Class A Ordinary Shares issuable upon exercise of March 2026 warrants, excluded by limitation

Sole voting power 538,443 shares Shares over which L1 Capital has sole power to vote or direct the vote

Key Terms

beneficially own, beneficial ownership limitation, Senior 10% Original Issue Discount Convertible Promissory Note, warrants, +1 more

5 terms

beneficially own regulatory

"may be deemed to beneficially own (as that term is defined in Rule 13d-3)"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

beneficial ownership limitation regulatory

"which are subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Senior 10% Original Issue Discount Convertible Promissory Note financial

"Class A Ordinary Shares issuable upon conversion of a Senior 10% Original Issue Discount"

warrants financial

"Class A Ordinary Shares issuable upon exercise of warrants purchased in March 2026"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

sole dispositive power regulatory

"Sole Dispositive Power 538,443.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

What percentage of ZNB Class A Ordinary Shares does L1 Capital beneficially own?

L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 9.99% of Zeta Network Group’s Class A Ordinary Shares, based on 4,862,965 shares outstanding as of August 31, 2026, according to the Schedule 13G/A amendment.

How many ZNB Class A Ordinary Shares are beneficially owned by L1 Capital?

L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 538,443 Class A Ordinary Shares of Zeta Network Group, including currently held shares and shares issuable from a note and warrants, all within a 9.99% beneficial ownership limitation.

What instruments make up L1 Capital’s 538,443-share position in ZNB?

The 538,443-share position includes 11,584 Class A Ordinary Shares, 1,038 shares issuable upon conversion of a Senior 10% Original Issue Discount Convertible Promissory Note, and 525,821 Class A Ordinary Shares issuable upon exercise of warrants.

How many ZNB warrant shares held by L1 Capital are excluded by the 9.99% cap?

L1 Capital excludes 435,286 Class A Ordinary Shares issuable upon exercise of warrants purchased in March 2026 because they are subject to a 9.99% beneficial ownership limitation.

What is the total number of ZNB Class A Ordinary Shares outstanding used for the 9.99% calculation?

The 9.99% beneficial ownership figure is calculated using 4,862,965 Class A Ordinary Shares outstanding as of August 31, 2026, based on information provided by Zeta Network Group.

Who controls voting and disposition of L1 Capital’s ZNB shares?

L1 Capital reports sole voting power over 538,443 shares and sole dispositive power over 538,443 shares of Zeta Network Group. There is no shared voting or dispositive power reported.

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

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Available on EDGAR 09/01/2026 - 04:11 PM Accepted by SEC EDGAR 09/01/2026 - 04:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Zeta Network Group

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G2287A142

(CUSIP Number)

08/14/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G2287A142

1

Names of Reporting Persons

L1 Capital Global Opportunities Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 538,443.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 538,443.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

538,443.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Zeta Network Group
(b)	Address of issuer's principal executive offices: 14 Wall Street, 20th Floor, New York, NY 10005
Item 2.
(a)	Name of person filing: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 3rd Floor, Citrus Grove Building, 106 Goring Ave. George Town PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(d)	Title of class of securities: Class A Ordinary Shares
(e)	CUSIP No.: G2287A142
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 538,443 This amendment refers to and updates and corrects that certain Schedule 13G/A filed with the Securities and Exchange Commission on August 14, 2026. This amendment is being filed to correct a scrivener's error in such prior Schedule 13G/A which inadvertently reported 0 Class A Ordinary Shares as beneficially owned, and to instead reflect the Reporting Person's beneficial ownership of 538,443 Class A Ordinary Shares as described herein. The amounts in Row (5), (7) and (9) represent (i) 11,584 Class A Ordinary Shares, (ii) 1,038 Class A Ordinary Shares issuable upon conversion of a Senior 10% Original Issue Discount Convertible Promissory Note, which are subject to a 9.99% beneficial ownership limitation, (iii) 5 Class A Ordinary Shares issuable upon exercise of warrants purchased in February 2025, (iv) 2 Class A Ordinary Shares issuable upon exercise of warrants purchased in September 2025, and (v) 525,814 Class A Ordinary Shares issuable upon exercise of warrants purchased in March 2026. The amounts do not include 435,286 Class A Ordinary Shares issuable upon exercise of warrants purchased on March 2026, which are subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 4,862,965 Class A Ordinary Shares outstanding as of August 31, 2026, based on information provided by the Issuer. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 538,443
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 538,443
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	09/01/2026