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.
Positive
None.
Negative
None.
Insights
Disclosure describes a >5% beneficial holding computed including convertible instruments.
The filing characterizes 185,146 shares as beneficially owned and states the 8.2% figure is calculated using March 31, 2026 outstanding share data plus 152,358 issuable shares upon exercise of Warrants and Convertible Bonds. The filing includes verbatim ownership/control statements for the advisory entities and named individuals.
Qualifiers such as the inclusion of warrants and convertible bonds are explicit; any change in those instruments or the issuer's outstanding shares would alter the disclosed percentage.
Position size and control are clearly stated; cashflow treatment not described.
The disclosure ties the 185,146 ordinary shares to private funds advised by Anson entities and lists shared voting and dispositive power. The filing confirms the issuer-provided outstanding share count used in the calculation.
Future filings or issuer updates to outstanding shares or instrument conversions will change the percentage; current cash‑flow or trading intentions are not disclosed.
Key Figures
Beneficial ownership:185,146 sharesReported ownership percent:8.2%Ordinary shares outstanding:2,096,656 shares+2 more
5 metrics
Beneficial ownership185,146 sharesreported beneficially owned by Anson-affiliated filers
Reported ownership percent8.2%percentage including warrants and convertible bonds
Ordinary shares outstanding2,096,656 sharesoutstanding as of <date>March 31, 2026</date>
Shares issuable on exercise152,358 sharesshares receivable upon exercise of Warrants and Convertible Bonds
Denominator used2,249,014 sharessum of outstanding shares and issuable shares used to compute 8.2%
"Item 1. | (a) | Name of issuer: Zeta Network Group"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Warrantsfinancial
"includes Ordinary Shares underlying outstanding warrants (each, a "Warrant")"
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.
Convertible Bondsfinancial
"and outstanding convertible bonds (each, a "Convertible Bond")"
A convertible bond is a loan a company issues that pays regular interest and can be exchanged for a fixed number of the company’s shares under specified terms. It matters to investors because it combines the steady income and lower downside risk of a bond with the upside potential of owning stock—like holding a ticket that can be cashed for equity if the share price rises—affecting returns, risk, and shareholder dilution.
Beneficially ownedregulatory
"Amount beneficially owned: This (the "") is being filed on behalf of Anson Funds"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Zeta Network Group
(Name of Issuer)
Class A Ordinary Shares, par value $0.0025
(Title of Class of Securities)
G2287A134
(CUSIP Number)
03/31/2026
(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):
G2287A134
1
Names of Reporting Persons
Anson Funds Management LP
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
185,146.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
185,146.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
185,146.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G2287A134
1
Names of Reporting Persons
Anson Management GP LLC
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
185,146.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
185,146.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
185,146.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
G2287A134
1
Names of Reporting Persons
Tony Moore
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
185,146.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
185,146.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
185,146.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G2287A134
1
Names of Reporting Persons
Anson Advisors Inc.
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
185,146.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
185,146.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
185,146.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
CUSIP Number(s):
G2287A134
1
Names of Reporting Persons
Amin Nathoo
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
185,146.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
185,146.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
185,146.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G2287A134
1
Names of Reporting Persons
Moez Kassam
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
185,146.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
185,146.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
185,146.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)
Address or principal business office or, if none, residence:
For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore:
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
181 Bay Street, Suite 4200 Toronto, ON
M5J 2T3
(c)
Citizenship:
Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0025
(e)
CUSIP Number(s):
G2287A134
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).
Canadian Investment Advisor
Item 4.
Ownership
(a)
Amount beneficially owned:
This Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Class A Ordinary Shares, par value $0.0025 (the "Ordinary Shares"), of Zeta Network Group, a Cayman Islands corporation (the "Issuer").
This Schedule 13G relates to the Ordinary Shares of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the
185,146 Ordinary Shares held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 185,146 Ordinary Shares held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 185,146 Ordinary Shares held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 185,146 Ordinary Shares held by the Funds.
(b)
Percent of class:
Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 8.2% of the outstanding Ordinary Shares, which includes Ordinary Shares underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants") and outstanding convertible bonds (each, a "Convertible Bond", and collectively, the "Convertible Bonds") held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. This percentage is determined by dividing 185,146 by 2,249,014, which is the sum of: (i) 2,096,656 outstanding Ordinary Shares as of March 31, 2026, as confirmed by the Issuer on May 7, 2026; and (ii) 152,358, the number of Ordinary Shares receivable by the Fund upon exercise of the Warrants and Convertible Bonds.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Section 4(a)
(ii) Shared power to vote or to direct the vote:
See Section 4(a)
(iii) Sole power to dispose or to direct the disposition of:
See Section 4(a)
(iv) Shared power to dispose or to direct the disposition of:
See Section 4(a)
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Section 4(a)
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Section 4(a)
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 acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
What stake does Anson report in ZNB (Zeta Network Group)?
Anson reports beneficial ownership of 185,146 Ordinary Shares, representing 8.2% of the class, including shares issuable upon exercise of warrants and convertible bonds used in the calculation.
How was the 8.2% ownership percentage for ZNB calculated?
The percentage equals 185,146 divided by 2,249,014, where 2,249,014 is the sum of 2,096,656 outstanding shares as of March 31, 2026 plus 152,358 shares issuable upon exercise.
Who can direct voting or disposition of the ZNB shares held by Anson's funds?
Anson Funds Management LP and Anson Advisors Inc. are named as co-investment advisors; Anson Management GP LLC, Mr. Tony Moore, Mr. Amin Nathoo and Mr. Moez Kassam are described as able to direct vote and disposition of the 185,146 shares.
Does the filing state whether shares were acquired by the filers directly or on behalf of funds?
The filing states the shares were purchased by one or more private funds for which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors; the shares are held on behalf of those Funds.
