Zenta Group to acquire Macau AI firm ZentoAI
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.
Rhea-AI Filing Summary
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.
Positive
- Strategic AI and big data expansion via ZentoAI acquisition, aligning with Zenta Group’s goal of growing its technology capabilities and presence in East Asia, with management expecting enhanced market access and complementary platforms such as FinSMarket and Macwise if the deal closes.
Negative
- Significant equity issuance and related party nature: the acquisition consideration includes 12,278,340 new restricted Class A shares, raising total shares to 24,087,179 upon closing and involving a company over which Zenta Group’s CEO has significant influence, adding governance and completion risk.
- Deal completion uncertainty: closing depends on multiple conditions, including no material adverse effect on ZentoAI and required approvals, and the agreement may be terminated if closing does not occur within 120 days, with explicit disclosure that completion is not assured.
Key Figures
Key Terms
material adverse effect regulatory
long stop date regulatory
forward-looking statements regulatory
fully-diluted and as-converted basis financial
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 September 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 ☐
Entry Into a Material Definitive Agreement
On September 9, 2026, Zenta Group Company Limited (Nasdaq: ZTG), a Macau-based professional services provider that offers consultation services to industrial park, business investment and sales of fintech products and services (the “Company”), entered into a share purchase agreement (the “Share Purchase Agreement”) to acquire a 100.0% equity interest in ZentoAI Intelligent Technology Company Limited (the “ZentoAI”) for aggregate consideration consisting of (i) HKD10,000,000 in cash and (ii) US$5,844,490 payable through the issuance of 12,278,340 class A ordinary shares of the Company at an issue price of US$0.476 per share, in each case subject to the adjustments set forth in the Share Purchase Agreement (the “Acquisition”). Under the terms of the Share Purchase Agreement, the newly issued class A ordinary shares will be subject to transfer restrictions and the closing of the Acquisition is subject to the satisfaction or waiver of certain customary closing conditions as stipulated in the Share Purchase Agreement. Following the Acquisition, ZentoAI will become a wholly-owned subsidiary of the Company.
The Share Purchase Agreement contains customary representations, warranties and agreements by the Company. The provisions of the Share Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
Mr. Ng Wai Ian, the Chairman of the board and Chief Executive Officer of the Company, is the chairman of ZentoAI’s board of directors and has significant influence over ZentoAI. Accordingly, this transaction constitutes a related party transaction under applicable Nasdaq rules and has been reviewed and approved by the Company’s audit committee on August 16, 2026 and the Company’s board of directors on August 21, 2026. The closing of the Acquisition is subject to the satisfaction of certain customary closing conditions as stipulated in the Share Purchase Agreement.
Immediately following the closing of the transaction contemplated by the Share Purchase Agreement, the Company will have 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 foregoing summary of the Share Purchase Agreement is subject to, and qualified in its entirety by, such document. A copy of the Share Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On September 9, 2026, the Company issued a press release announcing the entry into the foregoing transaction. A copy of the press release is also filed as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.
INDEX TO EXHIBITS
Exhibit Number |
Exhibit Title | |
| 10.1 | Share Purchase Agreement | |
| 99.1 | Zenta Group Company Limited Announces Agreement to Acquire ZentoAI Intelligent Technology Company Limited |
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: September 9, 2026
Exhibit 99.1
Zenta Group
Zenta Group Company Limited Announces Agreement to Acquire ZentoAI Intelligent Technology Company Limited
Acquisition intended to support Zenta Group’s expansion of its AI and big data business and strengthen its presence in East Asia
MACAU, SEPTEMBER 9, 2026 — 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 that it has entered into a share purchase agreement, dated September 9, 2026 (the “Agreement”), with ZentoAI Intelligent Technology Company Limited (“ZentoAI”), a company incorporated in the Macau Special Administrative Region (Macau commercial and movable property registry no. 96491 SO), and ZentoAI’s shareholders (the “Selling Shareholders”), pursuant to which Zenta Group has agreed to acquire 100% of the issued and outstanding shares of ZentoAI (the “Acquisition”).
Transaction Details
Under the terms of the Agreement, Zenta Group will acquire from the Selling Shareholders — including ZentoAI Company Limited, ZentoAI’s founding shareholder — all of the issued and outstanding shares of ZentoAI on a fully-diluted and as-converted basis, free and clear of all liens.
The aggregate purchase price consists of (i) HKD10,000,000 payable in cash and (ii) US$5,844,490 payable in the form of restricted Class A ordinary shares of Zenta Group (the “Restricted Shares”) at an issue price of US$0.476 per share, in each case subject to the adjustments set forth in the Agreement. The Restricted Shares will be subject to transfer restrictions under the Agreement. Mr. Ng Wai Ian, the Chairman of the board and Chief Executive Officer of the Company, is the chairman of ZentoAI’s board of directors and has significant influence over ZentoAI. Accordingly, this transaction constitutes a related party transaction under applicable Nasdaq rules and has been reviewed and approved by the Company’s audit committee and the Company’s board of directors.
The Closing is expected to take place no later than the thirtieth (30th) business day after the satisfaction or waiver of the closing conditions set forth in the Agreement, which include, among others, the continued accuracy of the warranties given by ZentoAI and the Selling Shareholders, the absence of any material adverse effect on ZentoAI, the receipt of all required consents and approvals, and the approval of Zenta Group’s internal governance body. The Agreement may be terminated in certain circumstances, including by Zenta Group if the Closing has not occurred by the long stop date of one hundred and twenty (120) days after the date of the Agreement (or such later date as the parties may agree). There can be no assurance that the Acquisition will be completed on the anticipated timeline, or at all.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company expects to furnish to the U.S. Securities and Exchange Commission (the “SEC”) on Form 6-K.
Strategic Rationale
The Acquisition reflects Zenta Group’s strategic focus on expanding its artificial intelligence and big data business and its objective of increasing its presence and market share in East Asia. Management believes that the Acquisition, if completed, has the potential to provide the Company with enhanced access to markets in the region, expand its AI and big data capabilities, strengthen its strategic positioning in East 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, and the realization of any anticipated benefits remains subject to the completion of the Acquisition, the terms and conditions of the Agreement, and the risks described under “Forward-Looking Statements” below.
ZentoAI is an AI and big data technology company focused on artificial-intelligence research and development, the development and construction of digital-intelligence platforms, enterprise-grade AI applications, and industry AI solutions. Its capabilities span large-model (LLM) deployment, AI-agent application development, data analytics, intelligent recommendation, and private, on-premise deployment, with applications across financial technology, smart tourism, business promotion, and small- and medium-enterprise services. 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 for Macau available on the App Store.
Management believes ZentoAI’s AI and big data technology and its established platforms are complementary to Zenta Group’s existing consultation and fintech businesses, and that the Acquisition, if completed, may enhance the Company’s technology capabilities and support its objective of expanding its presence and market share across East Asia.
Management Commentary
Mr. Wai Ian Ng, Chief Executive Officer of Zenta Group, commented, “This acquisition reflects an important step in our strategy to expand Zenta Group’s artificial intelligence and big data business. We believe ZentoAI’s technology and platforms, including FinSMarket and Macwise, will strengthen our capabilities and support our objective of growing our presence across East Asia. We look forward to working toward completion of the transaction and to integrating ZentoAI into the Zenta Group platform.”
About ZentoAI Intelligent Technology Company Limited
Founded in 2022, ZentoAI Intelligent Technology Company Limited is a Macau-incorporated technology company (Macau commercial and movable property registry no. 96491 SO) focused on artificial-intelligence research and development, digital-intelligence platform development and construction, enterprise-grade AI applications, and industrial intelligence. Guided by an “AI-driven industrial digital-intelligence upgrade” strategy, ZentoAI provides digital-intelligence platform construction, AI-agent application development, large-model deployment, data application systems, AI-tool integration and industry solutions to enterprises, industry platforms and public-service scenarios.
ZentoAI’s platforms include FinSMarket, an AI-driven U.S.-equity analysis platform that integrates market data, company fundamentals, news, financial statements, analyst ratings and industry comparisons to provide structured, AI-generated investment research, with multilingual coverage of European, U.S. and Southeast Asian markets; and Macwise (澳智通), an AI-powered smart-tourism and business-promotion platform for Macau, whose consumer and merchant applications are available on the App Store.
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 strengthen its consultation services while expanding its fintech footprint.
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 proposed acquisition of ZentoAI, the expected timing of the closing of the Acquisition, and the anticipated benefits of the Acquisition to the Company, including expanded AI and big data capabilities, enhanced market access and strategic positioning in East 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 the expectation that the Acquisition will be completed on the anticipated terms and timing or at all, that the closing conditions under the Agreement will be satisfied, and 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, including as a result of the risk that the Acquisition does not close when expected or at all, 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