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Zenta Group Company Limited (ZTG) has filed a Form F-3 shelf registration to offer, from time to time, up to $50,000,000 of Class A ordinary shares, debt securities, warrants, rights, and units. These are primary offerings by the Cayman Islands holding company, whose Class A shares trade on Nasdaq under “ZTG”.
The filing is made under Form F-3 General Instruction I.B.5, limiting primary sales in any 12‑month period to no more than one‑third of the $42.7 million aggregate market value of Class A shares held by non‑affiliates. Zenta operates mainly in Macau through subsidiaries focused on industrial park consulting and fintech/AI services and highlights extensive legal and operational risks linked to Macau/PRC regulation, data and cybersecurity oversight, cash transfers from Macau subsidiaries, PCAOB inspection/HFCAA exposure, and recent AI acquisition risks related to ZentoAI.
Zenta Group Co Ltd (ZTG) reports completion of its acquisition of ZentoAI Intelligent Technology Company Limited, treated as a significant business, and provides ZentoAI’s historical and pro forma financial information. ZentoAI is pre-revenue, with a $73,531 net loss for the year ended September 30, 2025 and a shareholders’ deficit of $110,791, funded mainly by related-party advances and a shareholder support letter affirming going-concern status. For the six months ended March 31, 2026, ZentoAI recorded a further net loss of $41,850, total assets of $1,062,826, total liabilities of $1,214,508, and cash of $94,650. ZentoAI has paid good-faith deposits toward a proposed acquisition of a PRC digital technology provider, including a $706,694 related-party deposit with an allowance for expected credit losses, and, by the subsequent events date, deposits totaling $1,268,057. Zenta Group’s purchase of ZentoAI was priced at $10,729,539, comprising $1,275,217 in cash and 12,278,340 restricted Class A ordinary shares valued at $0.77 per share.
Zenta Group Co Ltd (ZTG) completed the previously announced acquisition of ZentoAI Intelligent Technology Company Limited on September 11, 2026 under a Share Purchase Agreement with ZentoAI and its selling shareholders. The company acquired 100% of ZentoAI’s equity interests.
As consideration, Zenta Group paid HKD10,000,000 in cash and issued 12,278,340 Class A ordinary shares to the selling shareholders. After closing, Zenta Group has 24,087,179 ordinary shares outstanding, consisting of 17,719,499 Class A and 6,367,680 Class B ordinary shares.
Zenta Group Co Ltd (ZTG) has called an extraordinary general meeting (EGM) for September 30, 2026 in Macau to seek shareholder approval for several capital and governance changes. Holders of ordinary shares of record at the close of business on September 8, 2026 may vote in person or by proxy.
The key item is a 12‑for‑1 share consolidation of both Class A and Class B ordinary shares, effective on the date the resolution is passed, with authorized capital adjusted from 1,000,000,000 Class A and 20,000,000 Class B shares of US$0.001 par value each to 83,333,334 Class A and 1,666,667 Class B shares of US$0.012 par value each; fractional entitlements will be rounded up to the next whole share. A separate proposal would pre‑authorize a future 20‑for‑1 consolidation if the share price remains below US$1.00 for more than eight consecutive trading days.
Shareholders are also asked to adopt a Third Amended and Restated Memorandum and Articles of Association to reflect the consolidation, revise written resolution procedures, and introduce an exclusive Cayman Islands forum for most internal corporate disputes, plus to approve a general authority to adjourn the meeting if additional proxy solicitation is needed.
Zenta Group Co Ltd (ZTG) entered into a share purchase agreement to acquire 100% of ZentoAI Intelligent Technology Company Limited, an AI and big data technology company based in Macau. The aggregate consideration consists of HKD10,000,000 in cash and US$5,844,490 payable in 12,278,340 newly issued Class A ordinary shares at US$0.476 per share, in each case subject to adjustments in the agreement.
The new Class A shares will be restricted, and closing is subject to customary conditions, including accuracy of ZentoAI and selling shareholder warranties, absence of a material adverse effect on ZentoAI, required consents and approvals, and approval of Zenta Group’s internal governance body. Immediately after closing, Zenta Group will have 24,087,179 ordinary shares outstanding, including 17,719,499 Class A and 6,367,680 Class B shares. The transaction is a related party transaction because CEO and chairman Ng Wai Ian also chairs ZentoAI’s board and has significant influence over ZentoAI; it has been reviewed and approved by Zenta Group’s audit committee and board. The agreement allows termination if closing has not occurred within 120 days from signing, and there is no assurance the acquisition will be completed.