Zenta Group acquires ZentoAI for HKD10M plus shares
ZentoAI had no confirmed customer orders or committed revenue as of September 24, while its existing service-fee agreement remained in effect.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Zenta Group Co Ltd completed its acquisition of 100% of ZentoAI on September 11, 2026, paying HKD10,000,000 in cash and issuing 12,278,340 Class A ordinary shares to the selling shareholders. Following closing, 24,087,179 ordinary shares were outstanding: 17,719,499 Class A and 6,367,680 Class B.
The company’s 12-to-1 share consolidation took effect under Cayman Islands law on September 30, 2026, but had not yet become market-effective on Nasdaq. ZentoAI had no confirmed customer orders or binding customer commitments as of September 24; its existing Business Cooperation Agreement remained in effect, and ZentoAI had begun receiving fixed monthly service fees in July 2026. Zenta Group was assessing potential effects on goodwill and intangible assets.
Zenta Group’s board approved a shift toward AI and data solutions. ZentoAI also signed an MOU concerning a proposed controlling interest in a mainland China digital technology services company. Consideration may be cash and/or newly issued company equity. The MOU does not require either party to complete the acquisition, which remains subject to due diligence, definitive agreements, approvals and other conditions.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointZentoAI had no confirmed customer orders or binding customer commitments as of September 24, 2026.
Filing Explained
The new scale detail is a dated snapshot: Zenta Group reports non-affiliate equity market value of about
Key Figures
Key Terms
non-affiliate public float financial
goodwill financial
Business Cooperation Agreement financial
privacy-computing technical
Stock Split
FAQ
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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 ☐
Information Contained in this Form 6-K Report
Outstanding Share Capital and Non-Affiliate Public Float Following Closing of Acquisition
As previously disclosed in the reports on Form 6-K filed by Zenta Group Company Limited (the “Company”) with the U.S. Securities and Exchange Commission on September 9, 2026 and September 16, 2026, respectively, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with ZentoAI Intelligent Technology Company Limited (“ZentoAI”) and ZentoAI’s shareholders (the “Selling Shareholders”), pursuant to which the Company agreed to acquire from the Selling Shareholders 100% of the equity interests in ZentoAI (the “Acquisition”). On September 11, 2026, the Company completed the Acquisition pursuant to the Share Purchase Agreement. As consideration for the Acquisition, the Company (i) paid HKD10,000,000 in cash, and (ii) issued 12,278,340 Class A ordinary shares of the Company to the Selling Shareholders.
Following the closing of the Acquisition, the Company has a total of 24,087,179 ordinary shares issued and outstanding, including 17,719,499 Class A ordinary shares and 6,367,680 Class B ordinary shares. The aggregate market value of the Company’s outstanding voting and non-voting common equity held by non-affiliates was approximately US$19.4 million, which was calculated based on 10,716,816 Class A ordinary shares held by non-affiliates and the per share price of US$1.81, which was the closing price of the Company’s Class A ordinary shares on September 18, 2026, in each case on a pre-Share Consolidation (as defined below) basis.
Share Consolidation
On September 30, 2026, the Company obtained shareholder approval at an extraordinary general meeting to effect, among other matters, (i) 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”), 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; and (ii) 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.
The Share Consolidation took effect under Cayman Islands law upon the passing of the special resolution at the extraordinary general meeting held on September 30, 2026. Accordingly, with effect from September 30, 2026, the par value of the Company’s Shares is US$0.012 per share. However, the Share Consolidation has not yet become market-effective on Nasdaq for trading purposes. Until the Share Consolidation becomes market-effective on Nasdaq, the Company’s Class A ordinary shares will continue to trade on a pre-consolidation basis under the pre-consolidation CUSIP.
ZentoAI Post-Acquisition Business Update
On September 24, 2026, the Company issued a press release concerning developments affecting ZentoAI’s prospective customer engagements following completion of the Acquisition. The Company disclosed that certain prospective engagements had been cancelled or suspended indefinitely, that no binding customer orders or commitments formed part of ZentoAI’s then-current customer pipeline, and that it was assessing the potential effect of those developments on the carrying amounts of goodwill and intangible assets recognized in connection with the Acquisition.
The Company would like to clarify that the prospective customer engagements discussed in the September 24 announcement were separate from ZentoAI’s existing Business Cooperation Agreement, under which ZentoAI commenced receiving fixed monthly service fees in July 2026. The Company has advised that the Business Cooperation Agreement remains in effect and was not affected by the developments described in the September 24 announcement. The Company continues to evaluate ZentoAI’s commercial prospects and the potential financial reporting implications of those developments.
A copy of the September 24, 2026 press release is attached hereto as Exhibit 99.1.
Strategic Re-alignment of Business Focus
On October 13, 2026, the Company issued a press release announcing that its board of directors had approved a strategic re-alignment of the Company’s business focus toward artificial intelligence and data solutions, building upon the Acquisition. A copy of the October 13, 2026 press release is attached hereto as Exhibit 99.2
Memorandum of Understanding for Proposed Acquisition
On October 16, 2026, the Company announced that ZentoAI had entered into a memorandum of understanding (the “MOU”) relating to the proposed acquisition of a controlling interest in a privately held digital technology services company in mainland China. The contemplated consideration may consist of cash and/or newly issued equity securities of the Company, with the terms to be negotiated in definitive agreements. Although certain provisions of the MOU are binding, the MOU does not obligate either party to complete the proposed acquisition, which remains subject to due diligence, definitive documentation, requisite approvals and other conditions. There can be no assurance that the proposed acquisition will be completed. A copy of the October 16, 2026 press release is attached hereto as Exhibit 99.3.
Incorporation by Reference
This current report on Form 6-K, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is incorporated by reference into the registration statement on Form F-3 (File No. 333-299071) of Zenta Group Company Limited and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
INDEX TO EXHIBITS
Exhibit Number |
Exhibit Title | |
| 99.1 | Press Release — September 24, 2026 Zenta Group Provides Business Update on ZentoAI | |
| 99.2 | Press Release — October 13, 2026 Zenta Group Company Limited Announces Strategic Re Alignment of Business Focus to AI and Data Solutions | |
| 99.3 | Press Release — October 16, 2026 Zenta Group Subsidiary ZentoAI Signs Binding MOU For Strategic Acquisition |
SIGNATURE
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 29, 2026
Exhibit 99.1
Zenta Group
Zenta Group Provides Business Update on ZentoAI
MACAU, Sept. 24, 2026 — Zenta Group Company Limited (“Zenta Group” or the “Company”) (Nasdaq: ZTG) today provided a business update on its wholly owned subsidiary, ZentoAI Intelligent Technology Company Limited (“ZentoAI”), following completion of the Company’s acquisition of 100% of the issued and outstanding shares of ZentoAI on September 11, 2026.
Post-Acquisition Review and External Developments
Following completion of the acquisition, the Company, together with ZentoAI’s management, commenced a review of ZentoAI’s operations and commercial pipeline. In the period since completion, ZentoAI’s operating environment has been affected by external developments that are beyond the control of the Company and ZentoAI, and that the Company considers to be in the nature of force majeure. These developments have had a significant effect on the procurement plans of ZentoAI’s prospective customers.
As a consequence, the prospective customers with whom ZentoAI had been in discussions prior to completion have either informed ZentoAI that they will not proceed with their proposed engagements or have suspended those engagements indefinitely. None of those discussions had progressed to a binding purchase order or definitive agreement. ZentoAI’s commercial performance since completion has therefore been below the level the Company anticipated at the time of the acquisition, and the Company is reassessing ZentoAI’s commercial pipeline in light of these changed circumstances.
As of September 24, 2026, ZentoAI has no confirmed customer purchase orders, no signed commercial contracts generating committed revenue, and no other binding customer commitments forming part of its current order pipeline.
Accordingly, ZentoAI has no contracted or committed revenue arising from customer orders as of that date. The Company is not in a position to state that any revenue will arise from ZentoAI’s business development activities described below.
Measures Taken by the Company
Since becoming aware of these developments, the Company has worked closely with ZentoAI’s management to respond to them and to protect the interests of the Company and its shareholders. These measures include re-engaging with the affected prospective customers to understand their revised requirements and timing; identifying and pursuing alternative customers, partners and market segments for ZentoAI’s artificial-intelligence and data platform services, with the aim of securing new customer purchase orders; reviewing ZentoAI’s cost base and resource allocation so that they are aligned with the current level of commercial activity; and evaluating the options available to the Company to mitigate any potential loss arising from these developments.
Notwithstanding these efforts, the Company does not currently anticipate that ZentoAI will secure customer purchase orders or generate meaningful revenue in the near term. The Company is also assessing the potential effect of these developments on the carrying amount of its investment in ZentoAI, including any goodwill and intangible assets recognised on the acquisition, which will be reflected in the Company’s financial statements as appropriate. The Company will make further announcements as and when appropriate, including upon ZentoAI entering into any material customer agreement.
Discussions, expressions of interest, proposals, pilot arrangements, memoranda of understanding, and letters of intent do not constitute confirmed customer orders or committed revenue, and will not do so unless and until definitive agreements are executed and any conditions to those agreements are satisfied. There can be no assurance that any such discussion or arrangement will result in a definitive agreement, in any order, or in any revenue.
Management Commentary
Mr. Ng Wai Ian, Chairman and Chief Executive Officer of Zenta Group, commented: “The developments affecting ZentoAI’s pipeline have arisen from external circumstances outside our control. We acted promptly to reassess the business and to put in place measures to protect the interests of our shareholders, and we are working closely with the ZentoAI team to engage new customers and mitigate the impact on the Group. We will continue to keep the market informed of material developments.”
Purpose of This Disclosure
The Company is providing this update so that investors and market participants have an accurate understanding of ZentoAI’s current commercial position following the completion of the acquisition, and of the steps the Company is taking in response. The Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) remain the authoritative source for information regarding the Company and its subsidiaries, and are available free of charge at www.sec.gov and through the Company’s investor relations website at https://ir.zenta.mo.
About Zenta Group Company Limited
Zenta Group Company Limited is a holding company incorporated in the Cayman Islands, with operations conducted in Macau through its operating subsidiaries. The Company is a professional services provider in Macau engaged in the provision of industrial park consultation services and business investment consultation services, and in the sale of fintech products and services. Its clients are primarily from the Greater Bay Area of China. Following the Company’s acquisition of ZentoAI in September 2026, the Group also provides artificial-intelligence and data platform services to customers in mainland China and Asia.
The Company’s Class A ordinary shares have traded on the Nasdaq Capital Market since September 9, 2025, and trade under the symbol “ZTG.”
For more information, please visit the Company’s investor relations website: https://ir.zenta.mo
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including statements regarding the Company’s reassessment of ZentoAI’s commercial pipeline, the measures being taken to secure alternative customers and to mitigate the impact of external developments, the expected timing of any orders or revenue, the potential effect of these developments on the Company’s financial statements, and whether any business development discussion may result in definitive agreements, orders, or revenue. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations. Investors can identify these forward-looking statements by words or phrases such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “pursues,” “may,” “will,” “would,” “should,” or “could,” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to review the risk factors and other information in the Company’s filings with the SEC, including its Annual Report on Form 20-F for the fiscal year ended September 30, 2025.
Exhibit 99.2
Zenta Group
Zenta Group Company Limited Announces Strategic Re Alignment of Business Focus to AI and Data Solutions
Strategic re-alignment builds upon the acquisition of ZentoAI Intelligent Technology Company Limited amid evolving Greater Bay Area market dynamics
MACAU, October 13, 2026 — Zenta Group Company Limited (“Zenta Group” or the “Company”) (Nasdaq: ZTG), a Macau-based professional services provider offering industrial-park consultation, business-investment consultation and sales of fintech products and services, today announced a management-endorsed strategic re-alignment to refocus the Company’s business operations on AI and data solutions. This strategic re-alignment is reinforced by the Company’s previously announced share purchase agreement, dated September 9, 2026, to acquire 100% of the issued and outstanding shares of ZentoAI Intelligent Technology Company Limited (“ZentoAI”) (the “Acquisition”).
Following diligent market study, management notes that the prospect for property markets across the Guangdong–Hong Kong–Macao Greater Bay Area is expected to remain unclear, while the AI and data solutions industries are projected to remain prosperous in coming years. In light of such market outlook and the transformative capabilities brought by the Acquisition, management put forward the proposal for strategic re-aligning the Company’s business operations to focus on AI and data solutions which has been approved by the Company’s board of directors. The re-alignment is intended to focus the Company’s capital and management resources on driving long-term growth. Demand for AI and data solutions continues to grow across Asia.
Strategic Rationale
The Acquisition of ZentoAI is a cornerstone of this new strategic direction, reflecting Zenta Group’s refreshed strategic focus on expanding its artificial intelligence and data solutions business and its objective of increasing its presence and market share across Southeast Asia. Management believes that the Acquisition has the potential to provide the Company with enhanced access to markets in the region, expand its AI and data solutions capabilities in this booming market, strengthen its strategic positioning in Southeast Asia, and support long term value creation for shareholders. These expectations reflect management’s current beliefs and intentions; they are not guarantees of future performance. Realization of any anticipated benefits remains subject to the successful implementation of the strategic re-alignment, and the risks described under “Forward Looking Statements” below. Management believes that the Acquisition has the potential to accelerate the growth of the Company’s AI and data solutions business, and support long-term value creation for shareholders.
ZentoAI is an AI and big data technology company focused on artificial intelligence research and development, the development and construction of digital intelligence platforms. ZentoAI has developed platforms such as FinSMarket, an AI driven U.S. equity research and analysis platform serving individual investors and financial services users, and Macwise (澳智通), a smart tourism and promotion platform focusing on Macau.
About Zenta Group Company Limited
Founded in 2019, Zenta Group Company Limited is a diversified consulting and fintech solutions provider based in Macau. The Company provides industrial park consultation, business investment consultation, and fintech product and service through its operating entities LIC, LFT, and LMS. Zenta Group supports clients—primarily from China’s Greater Bay Area—in navigating commercial project approvals, acquiring equity stakes in targeted opportunities, and accessing fintech solutions. With a focus on strategic growth, the Company aims to re-align its business focus on AI and data solutions.
For more information, please visit the Company’s website: https://ir.zenta.mo
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, statements regarding the prospect of the property markets in the Guangdong–Hong Kong–Macao Greater Bay Area , the acquisition of ZentoAI, and the anticipated benefits of the Acquisition to the Company, including expanded AI and big data capabilities, enhanced market access and strategic positioning in Southeast Asia, and potential long-term value creation for shareholders. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including that the anticipated benefits of the Acquisition will be realized. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.
For investor and media inquiries, please contact:
Zenta Group Investor Relations Email: ir@zenta.mo
Exhibit 99.3
Zenta Group
Zenta Group Subsidiary ZentoAI Signs Binding MOU For Strategic Acquisition
Proposed acquisition of controlling stake in a mainland China based digital technology service provider to expand AI and data solutions
MACAU, October 16, 2026 — Zenta Group Company Limited (“Zenta Group” or the “Company”) (Nasdaq: ZTG), a Macau-based professional services provider which has recently re-aligned its business focus toward AI and data solutions, today announces that its subsidiary, ZentoAI Intelligent Technology Company Limited (“ZentoAI”), has executed a binding Memorandum of Understanding (the “MOU”) to acquire a controlling stake in a privately held digital technology service provider in mainland China (the “Target”).
The Target is a profitable digital technology service provider anchored in “AI + Big Data”. Its technical framework incorporates advanced capabilities in privacy-computing, large-language-model (“LLM”) applications and machine-learning algorithms. By combining privacy-computing technologies with machine-learning capabilities, the Target has built a robust data-model ecosystem interconnected via nodes and application-programming interfaces (“APIs”). The Target’s core value proposition lies in delivering intelligent-decision-making-related services. The Target’s client base comprises large corporations as well as small-and-medium-sized companies.
Pursuant to the MOU, ZentoAI holds the right to acquire a controlling stake in the Target. Transaction consideration may consist of cash and/or newly-issued equity securities of the Company. All definitive commercial terms of the proposed transaction will be further negotiated and documented in mutually-acceptable definitive transaction agreements. Notwithstanding certain binding provisions under the MOU (including confidentiality and governing-law provisions), the MOU does not legally oblige either party to consummate the acquisition. Completion of the contemplated transaction remains subject to satisfactory due-diligence reviews, negotiation and execution of definitive transaction documentation, requisite board approvals and other customary closing conditions. There can be no assurance that definitive agreements will be executed or that the proposed acquisition will be completed.
“Signing this MOU demonstrates our resolve to re-orient our business focus and allocate resources toward AI and data solutions. The finished acquisition of ZentoAI is a cornerstone of our updated strategic direction and supports Zenta Group’s objective to expand its footprint and market share across Southeast Asia. Moving forward, ZentoAI will continue to onboard new customers and pursue potential acquisition opportunities with targets in mainland China and Southeast Asia,” commented Mr. Henry Ng, Chief Executive Officer of Zenta Group.
About Zenta Group Company Limited
Founded in 2019, Zenta Group Company Limited is a diversified consulting and fintech solutions provider based in Macau. The Company provides industrial park consultation, business investment consultation, and fintech product and service through its operating entities LIC, LFT, and LMS. Zenta Group supports clients—primarily from China’s Greater Bay Area—in navigating commercial project approvals, acquiring equity stakes in targeted opportunities, and accessing fintech solutions. With a focus on strategic growth, the Company recently re-aligned its business focus on AI and data solutions.
For more information, please visit the Company’s website: https://ir.zenta.mo
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, statements regarding the acquisition of ZentoAI, and the anticipated benefits of the proposed acquisition of the Target, including increasing ZTG’s presence and market share across Southeast Asia, to procure new customers and negotiate new acquisition deals with targets in mainland China and Southeast Asia. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including that the anticipated benefits of the acquisition MOU will be realized. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.
For investor and media inquiries, please contact:
Zenta Group Investor Relations Email: ir@zenta.mo