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.
Positive
None.
Negative
None.
Insights
Large disclosed stake at the 9.99% ownership cap; conversion features matter.
The filing documents that 175,442 Class A Ordinary Shares are beneficially owned by L1 Capital Global Opportunities Master Fund, Ltd., equal to 9.99% of 1,580,792 outstanding shares per the Prospectus Supplement dated March 13, 2026. The shares are tied to conversion of a Senior 10% Original Issue Discount Convertible Promissory Note and are explicitly subject to a 9.99% beneficial ownership limitation.
Because additional convertible and warrant amounts are listed separately (context only), future conversion or exercise events could affect ownership but are outside the numbers registered here. Subsequent filings or disclosures will clarify timing and any impact on voting or disposition rights.
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
(Title of Class of Securities)
G2287A142
(CUSIP Number)
03/12/2026
(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
175,442.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
175,442.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
175,442.00
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:
161A Shedden Road, 1 Artillery Court 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 Number(s):
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:
175,442
The amounts in Row (5), (7) and (9) represent 175,442 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. The amounts do not include (i) 1,546,716 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 and (ii) 135,135 Class A Ordinary Shares issuable upon exercise of warrants, 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 1,580,792 Class A Ordinary Shares outstanding, based on the Issuer's Prospectus Supplement under Rule 424(b)(5) filed with the Securities and Exchange Commission on March 13, 2026.
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:
175,442
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
175,442
(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.
