UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2026
Commission
File Number: 001-42826
Zenta
Group Company Limited
(Registrant’s
Name)
Avenida
do Infante D. Henrique,
No.
47-53A, Macau Square,
13th
Floor, Unit M,
Macau
999078
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Zenta
Group Company Limited Announces Results of Extraordinary General Meeting
Zenta
Group Company Limited (“Zenta Group” or the “Company”) (Nasdaq: ZTG), a Macau-based professional services provider
that offers consultation services to industrial park, business investment and sales of fintech products and services, today announced
the results of an extraordinary general meeting (the “EGM”) held at its executive office at Avenida do Infante D. Henrique,
No. 47-53A, Macau Square, 13th Floor, Unit M, Macau, at 10:00 a.m. on September 30, 2026, Hong Kong Time.
At
the EGM, shareholders of the Company passed the following resolutions:
| (i) | Resolved
as an ordinary resolution that, |
| (a) | the
consolidation of the authorized, issued, and outstanding Class A ordinary shares and Class
B ordinary shares of the Company (collectively, the “Shares”) on a 12 to 1 basis
(the “Share Consolidation”), with effect from the date of passing this resolution,
pursuant to which every 12 Shares of par value US$0.001 each be consolidated into one Share
of par value US$0.012, such consolidated Shares to have the same rights and being subject
to the same restrictions (save as to par value) as the existing Shares of such class as set
out in the Company’s current memorandum and articles of association; |
| (b) | the
corresponding change to the authorized share capital of the Company from US$1,020,000 divided
into (a) 1,000,000,000 Class A ordinary shares of par value US$0.001 each and (b) 20,000,000
Class B ordinary shares of par value US$0.001 each to US$1,020,000 divided into (a) 83,333,334
Class A ordinary shares of par value US$0.012 each and (b) 1,666,667 Class B ordinary shares
of par value US$0.012 each; |
| (c) | no
fractional Shares be issued in connection with the Share Consolidation and, in the event
that a shareholder would otherwise be entitled to receive a fractional Share upon the Share
Consolidation, the total number of Shares to be received by such shareholder be rounded up
to the next whole Share; and |
| (d) | any
one director, officer and authorized signatory of the Company from time to time be authorized
and instructed to make all necessary or desirable filings with the Registrar of Companies
in the Cayman Islands relating to and to take all such other steps, as may be required to
give effect to the Share Consolidation. |
| (ii) | Resolved
as an ordinary resolution that, the Company be and is hereby authorized, if the share price
of the Company stays consecutively below US$1.0 for more than eight (8) trading days, to
consolidate the Shares at a ratio of 20 Shares into one (1) share, with effect from the opening
of business on the trading day immediately following the expiry of such eight (8) trading
day period, with such consolidated Shares having the same rights and being subject to the
same restrictions (save as to par value) as the existing Shares of such class as set out
in the Company’s then existing memorandum and articles of association. |
| (iii) | Resolved
as a special resolution that, the Company adopt the Third Amended and Restated Memorandum
and Articles of Association, the form of which is attached to the notice of EGM as the Appendix,
in substitution for, and to the exclusion of, the Company’s existing memorandum and
articles of association, with immediate effect from the date of passing this resolution,
in order to reflect the following amendments: |
| (a) | the
Share Consolidation and the resulting changes to the authorized share capital and par value
of the Shares; |
| (b) | the
amendments to the written resolution arrangements of the Company; |
| (c) | provide
for an exclusive jurisdiction for dispute resolution in respect of certain Cayman law and
internal affairs claims, subject to the carve-outs set out therein against the Company; and |
| (d) | such
other consequential and administrative updates as are set out therein. |
| (iv) | Resolved
as an ordinary resolution that, to adjourn the EGM to a later date or dates or sine die,
if necessary.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Zenta
Group Company Limited |
| |
|
|
| |
By: |
/s/
Ng Wai Ian |
| |
Name: |
Ng
Wai Ian |
| |
Title: |
Chief
Executive Officer |
Date:
October 5, 2026
