Zenta Group closes ZentoAI cash-and-stock deal

Zenta Group Co Ltd closed its 100% acquisition of ZentoAI, paying cash and issuing new Class A shares, and now has 24,087,179 ordinary shares outstanding.

Available on EDGAR 09/16/2026 - 06:03 AM EDT Accepted by SEC EDGAR 09/16/2026 - 06:03 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Key Figures

Cash consideration: HKD10,000,000 Share consideration: 12,278,340 Class A ordinary shares Total ordinary shares outstanding: 24,087,179 shares +4 more

7 metrics

Cash consideration HKD10,000,000 Cash paid by Zenta Group for 100% acquisition of ZentoAI

Share consideration 12,278,340 Class A ordinary shares Shares issued to ZentoAI selling shareholders as part of acquisition consideration

Total ordinary shares outstanding 24,087,179 shares Zenta Group ordinary shares issued and outstanding after closing

Class A ordinary shares outstanding 17,719,499 shares Zenta Group Class A ordinary shares after the acquisition

Class B ordinary shares outstanding 6,367,680 shares Zenta Group Class B ordinary shares after the acquisition

Acquisition closing date September 11, 2026 Date Zenta Group completed acquisition of ZentoAI

Equity interest acquired 100% Portion of ZentoAI equity interests purchased by Zenta Group

Key Terms

Share Purchase Agreement, Class A ordinary shares, Class B ordinary shares, foreign private issuer, +1 more

5 terms

Share Purchase Agreement financial

"the Company entered into a share purchase agreement (the “Share Purchase Agreement”)"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Class A ordinary shares financial

"issued 12,278,340 Class A ordinary shares of the Company"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"including 17,719,499 Class A ordinary shares and 6,367,680 Class B ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 20-F regulatory

"whether the registrant files or will file annual reports under cover of Form 20-F"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition did Zenta Group Co Ltd (ZTG) complete in September 2026?

Zenta Group Co Ltd completed the acquisition of 100% of the equity interests in ZentoAI Intelligent Technology Company Limited on September 11, 2026, under a Share Purchase Agreement with ZentoAI and its selling shareholders.

How did Zenta Group (ZTG) pay for the ZentoAI acquisition?

Zenta Group paid HKD10,000,000 in cash and issued 12,278,340 Class A ordinary shares of Zenta Group to the selling shareholders as consideration for acquiring ZentoAI.

How many shares are outstanding for Zenta Group (ZTG) after the ZentoAI deal?

Following the acquisition, Zenta Group has 24,087,179 ordinary shares issued and outstanding, including 17,719,499 Class A ordinary shares and 6,367,680 Class B ordinary shares.

Did Zenta Group (ZTG) issue new shares for the ZentoAI acquisition?

Yes. Zenta Group issued 12,278,340 Class A ordinary shares to the selling shareholders of ZentoAI as part of the consideration for acquiring 100% of ZentoAI’s equity interests.

Where can investors find the full Share Purchase Agreement for Zenta Group (ZTG) and ZentoAI?

The Share Purchase Agreement was previously filed as Exhibit 10.1 to Zenta Group’s Form 6-K dated September 9, 2026 and is incorporated by reference in this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 ☐

Closing of Acquisition of ZentoAI Intelligent Technology Company Limited

As previously disclosed in the Report on Form 6-K filed by Zenta Group Company Limited (the “Company”) with the U.S. Securities and Exchange Commission on September 9, 2026 (the “Prior 6-K”), 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.

A copy of the Share Purchase Agreement was previously filed as Exhibit 10.1 to the Prior 6-K and is incorporated herein by reference. The foregoing summary of the Share Purchase Agreement does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the full text of such exhibit.

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 16, 2026