Zenta Group completes $10.7M ZentoAI acquisition

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.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• ZentoAI is loss-making with a deficit: for the year ended September 30, 2025 it reported a net loss of $73,531 and a shareholders’ deficit of $110,791, and for the six months ended March 31, 2026 an additional net loss of $41,850 and a shareholders’ deficit of $151,682.
• Liquidity pressure and going-concern reliance: as of September 30, 2025 and March 31, 2026 ZentoAI had negative working capital of $74,469 and $98,913, respectively, and its ability to continue as a going concern depends on a shareholder’s continuing financial support letter.
• Large related-party deposit with credit loss allowance: as of September 30, 2025 ZentoAI had a $706,694 non-current deposit to a related party for a proposed PRC acquisition, with an allowance for expected credit losses of $36,819; by the subsequent events date, deposits for this proposal totaled $1,268,057.

Filing Explained

The filing supplies audited and interim ZentoAI statements plus pro forma combined figures, but the pro forma presentation is illustrative for the acquisition’s stated periods and is not a forecast of future results or financial position.

Key Figures

Acquisition consideration: $10,729,539 Equity consideration shares: 12,278,340 shares ZentoAI net loss FY 2025: $73,531 +5 more

8 metrics

Acquisition consideration $10,729,539 Total price Zenta Group agreed to pay for 100% of ZentoAI

Equity consideration shares 12,278,340 shares Restricted Class A ordinary shares issued by Zenta Group at $0.77 per share

ZentoAI net loss FY 2025 $73,531 Net loss for the year ended September 30, 2025

ZentoAI shareholders’ deficit FY 2025 $110,791 Total shareholders’ deficit as of September 30, 2025

ZentoAI net loss six months ended March 31, 2026 $41,850 Unaudited net loss for the six-month interim period

Related-party deposit for proposed PRC acquisition $706,694 Non-current deposit balance as of September 30, 2025 before credit loss allowance

Allowance for expected credit losses on deposits $36,819 Allowance on related-party deposit as of September 30, 2025

Total deposits for proposed PRC acquisition by subsequent events date $1,268,057 Aggregate good-faith deposits equivalent to MOP10,000,000

Key Terms

unaudited pro forma condensed combined financial information, expected credit losses, non-controlling interest, going concern basis, +2 more

6 terms

unaudited pro forma condensed combined financial information financial

"includes unaudited pro forma condensed combined financial information of the Company"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

expected credit losses financial

"The Company applied the expected credit losses model to deposit"

Expected credit losses are an accounting estimate of how much a lender or company expects to lose when borrowers or customers don’t fully pay what they owe, combining how likely nonpayment is with how big the loss would be. Investors care because these estimates determine how much a firm must set aside from earnings as a reserve, directly affecting reported profits, balance-sheet strength and perceptions of credit risk—like setting aside a rainy-day fund for unpaid bills.

non-controlling interest financial

"Non-controlling interest is reported in the equity section of the balance sheet"

Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.

going concern basis financial

"management believes that the Company has sufficient liquidity and prepared on a going concern basis"

complementary tax regulatory

"ZentoAI and Macwise are subject to complementary tax under Macau regulations"

deposit-a related party, non-current, net financial

"deposit-a related party, non-current, net, consisted of the following"

FAQ

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

What transaction involving ZTG is described in this Form 6-K?

Zenta Group Co Ltd completed the acquisition of 100% of ZentoAI Intelligent Technology Company Limited on September 11, 2026, under a share purchase agreement with ZentoAI’s shareholders.

What was the total purchase consideration ZTG paid for ZentoAI (ZTG)?

The total consideration was $10,729,539, made up of cash of $1,275,217 (equivalent to HKD10,000,000) and 12,278,340 restricted Class A ordinary shares of Zenta Group valued at $0.77 per share.

What are ZentoAI’s key financials for the year ended September 30, 2025?

For the year ended September 30, 2025, ZentoAI reported $675,085 in total assets, $785,876 in total liabilities, a net loss of $73,531, and a shareholders’ deficit of $110,791.

Did ZentoAI generate any revenue before its acquisition by ZTG?

No. The financial statements state that during the periods presented ZentoAI did not commence substantive revenue-producing operations and did not generate any revenue, while incurring operating and administrative expenses.

What liquidity position does ZentoAI show in the latest interim period?

As of March 31, 2026, ZentoAI had cash of $94,650, negative working capital of $98,913, and total liabilities of $1,214,508; management relies on a shareholder’s undertaking to provide continuing financial support.

What deposits has ZentoAI made for a proposed PRC AI acquisition?

As of September 30, 2025, ZentoAI had a non-current related-party deposit of $706,694 for a proposed acquisition of a PRC digital technology provider. By June 2026, total deposits reached $1,268,057, refundable if the deal is not completed by December 31, 2027.

How large is ZentoAI’s allowance for expected credit losses on deposits?

ZentoAI recorded an allowance for expected credit losses on deposits of $36,819 as of September 30, 2025, increasing to $53,187 as of March 31, 2026, reflecting credit risk on its deposit balances.

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

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Available on EDGAR 09/21/2026 - 06:54 AM Accepted by SEC EDGAR 09/21/2026 - 06:54 AM Learn about SEC filing dates

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 ☐

Financial Information Regarding Acquisition of ZentoAI Intelligent Technology Company Limited

As previously disclosed on September 9, 2026, Zenta Group Company Limited (the “Company”) entered into a share purchase agreement (the “Share Purchase Agreement”) with ZentoAI Intelligent Technology Company Limited (“Target”) and the Target’s shareholders (the “Selling Shareholders”), pursuant to which the Company agreed to acquire from the Selling Shareholders 100% of the equity interests in the Target (the “Acquisition”).

On September 11, 2026, the Company completed the Acquisition pursuant to the Share Purchase Agreement.

The Target constitutes a “significant business” of which separate target financial statements and related pro forma financial statements of the Target are required under Rule 3-05 and Article 11 of Regulation S-X. This Form 6-K includes the following financial statements: (i) audited consolidated financial statements of the Target for the fiscal years ended September 30, 2025 and 2024, the notes related thereto, and the report of the independent auditor, WSJ and Partners; (ii) unaudited condensed consolidated financial statements of the Target for the six months ended March 31, 2026 and 2025, and the notes related thereto; and (iii) unaudited pro forma condensed combined financial information of the Company and its subsidiaries for the six months ended March 31, 2026 and for the year ended September 30, 2025, which are filed as Exhibit 99.1, 99.2 and 99.3, respectively, and incorporated herein by reference.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred had the Acquisition occurred on the indicated date, or during the operational periods presented, nor is it necessarily indicative of the future financial position or operating results. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

INDEX TO EXHIBITS

Exhibit Number		Exhibit Title
99.1		Audited Consolidated Financial Statements of ZentoAI Intelligent Technology Company Limited for the Fiscal Years Ended September 30, 2025 and 2024
99.2		Unaudited Condensed Consolidated Financial Statements of ZentoAI Intelligent Technology Company Limited for the Six Months Ended March 31, 2026 and 2025
99.3		Unaudited Pro Forma Condensed Combined Financial Information of Zenta Group Company Limited and Its Subsidiaries for the Six Months Ended March 31, 2026 and for the Year Ended September 30, 2025

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 21, 2026

Exhibit 99.1

INDEX TO FINANCIAL STATEMENTS

ZENTOAI INTELLIGENT TECHNOLOGY COMPANY LIMITED

TABLE OF CONTENTS

Consolidated Financial Statements for the Fiscal Years Ended September 30, 2025 and 2024

Report of Independent Registered Public Accounting Firm (PCAOB: 7351)	F-2
Consolidated Balance Sheets as of September 30, 2025 and 2024	F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended September 30, 2025 and 2024	F-4
Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended September 30, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the Years Ended September 30, 2025 and 2024	F-6
Notes to Consolidated Financial Statements for the Years Ended September 30, 2025 and 2024	F-7 – F-20

F-1

WSJ & PARTNERS (AF 002020)

(Registered with PCAOB and MIA)

Latitude, F-3-10, Jalan C180/1, Cheras, Selangor Darul Ehsan 43200

Tel: +619-2802989      |      Email: info@wsj-partners.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Shareholders of

ZentoAI Intelligent Technology Company Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ZentoAI Intelligent Technology Company Limited and its subsidiary (the “Company”) as of September 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, consolidated statements of changes in shareholders’ deficit, and consolidated statements of cash flows for the financial year ended September 30, 2025 and 2024, and the related notes to the consolidated financial statements and schedule (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024 and the results of its operations and its cash flows for the financial year ended September 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WSJ and Partners

Certified Public Accountants

Firm ID: 7351

We have served as the Company’s auditor since 2026.

Kuala Lumpur, Malaysia

September 15, 2026

F-2

ZentoAI Intelligent Technology Company Limited

Consolidated Balance Sheets

(Expressed in U.S. Dollars, except for the number of shares)

		As of September 30,
		2025				2024
Assets
Current assets
Cash		$	4,631			$	1,402
Prepaid expenses			82				5
Total current assets			4,713				1,407
Office equipment, net			497				-
Deposit-a related party, non-current, net			669,875				-
Total assets		$	675,085			$	1,407
Liabilities and shareholders’ deficit
Liabilities
Current liabilities
Amount due to a related party, current		$	77,267			$	38,366
Accrued expenses and other liabilities			1,915				249
Total current liabilities			79,182				38,615
Amount due to a related party, non-current			706,694				-
Total liabilities		$	785,876			$	38,615
Commitments and contingencies
Shareholders’ deficit
Ordinary shares, (no par value, no authorized shares and 2 shares issued and outstanding as of September 30, 2025 and 2024)		$	12,399			$	12,399
Subscription receivable			(12,399	)			(12,399	)
Accumulated deficit			(109,981	)			(37,257	)
Accumulated other comprehensive loss			(294	)			(243	)
Total ZentoAI Intelligent Technology Company Limited shareholders’ deficit			(110,275	)			(37,500	)
Non-controlling interest			(516	)			292
Total shareholders’ deficit			(110,791	)			(37,208	)
Total liabilities and shareholders’ deficit		$	675,085			$	1,407

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ZentoAI Intelligent Technology Company Limited

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. Dollars, except for the number of shares)

		For the Years Ended September 30,
		2025				2024
Other income
Interest income		$	1			$	-
Total other income		$	1			$	-
Expenses
Allowance for credit losses		$	36,763			$	-
Communications and technology			20,165				18,586
Compensation and benefits			11,209				-
Depreciation			114				-
Other administrative expenses			5,281				3,481
Total expenses		$	73,532			$	22,067
Loss before income taxes		$	(73,531	)		$	(22,067	)
Provision for income taxes			-				-
Net loss		$	(73,531	)		$	(22,067	)
Net loss attributable to:
Shareholders		$	(72,724	)		$	(21,733	)
Non-controlling interest			(807	)			(334	)
		$	(73,531	)		$	(22,067	)
Other comprehensive loss
Foreign currency translation adjustments			(52	)			(237	)
Total other comprehensive loss		$	(52	)		$	(237	)
Total other comprehensive loss attributable to:
Shareholders		$	(51	)		$	(239	)
Non-controlling interest			(1	)			2
		$	(52	)		$	(237	)
Total comprehensive loss attributable to:
Shareholders		$	(72,775	)		$	(21,972	)
Non-controlling interest			(808	)			(332	)
		$	(73,583	)		$	(22,304	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

ZentoAI Intelligent Technology Company Limited

Consolidated Statements of Changes in Shareholders’ Deficit

(Expressed in U.S. Dollars, except for the number of shares)

		Ordinary shares								Subscription				Accumulated				Accumulated other comprehensive				Non-controlling
		Number issued				Amount				receivables				deficit				loss				Interest				Total
Balance as of September 30, 2023			2			$	12,399			$	(12,399	)		$	(15,524	)		$	(4	)		$	-			$	(15,528	)
Assets acquisition			-				-				-				-				-				624				624
Net loss			-				-				-				(21,733	)			-				(334	)			(22,067	)
Foreign currency translation adjustments			-				-				-				-				(239	)			2				(237	)
Balance as of September 30, 2024			2			$	12,399			$	(12,399	)		$	(37,257	)		$	(243	)		$	292			$	(37,208	)
Net loss			-				-				-				(72,724	)			-				(807	)			(73,531	)
Foreign currency translation adjustments			-				-				-				-				(51	)			(1	)			(52	)
Balance as of September 30, 2025			2			$	12,399			$	(12,399	)		$	(109,981	)		$	(294	)		$	(516	)		$	(110,791	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

ZentoAI Intelligent Technology Company Limited

Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

		For the Years Ended September 30,
		2025				2024
Cash flows from operating activities:
Net loss		$	(73,531	)		$	(22,067	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			114				-
Allowance for credit losses			36,763				-
Change in operating assets and liabilities:
Prepaid expenses			(77	)			-
Accrued expenses and other liabilities			1,663				163
Net cash used in operating activities		$	(35,068	)		$	(21,904	)
Cash flows from investing activities:
Purchases of office equipment		$	(610	)		$	-
Deposit paid for proposed acquisition			(706,694	)			-
Net cash used in investing activities		$	(707,304	)		$	-
Cash flows from financing activities:
Advance from related parties		$	744,529			$	23,299
Net cash provided by financing activities		$	744,529			$	23,299
Effect of exchange rate changes on cash			1,072				7
Net increase in cash			3,229				1,402
Cash, beginning of year			1,402				-
Cash, end of year		$	4,631			$	1,402
Supplementary cash flows information:
Non-cash investing activities:
Acquisition of assets by assumption of the former shareholder’s obligation to Macwise		$	-			$	11,870

The accompanying notes are an integral part of these consolidated financial statements.

F-6

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

1. Organization and Description of Business

ZentoAI Intelligent Technology Company Limited (“ZentoAI”) is a company incorporated in Macau with limited liability on November 22, 2022 with a share capital of MOP100,000 (approximately $12,399). As of September 30, 2025, ZentoAI is a wholly owned subsidiary of ZentoAI Company Limited (“ZCL”), a company incorporated by Ng Wai Ian in the Cayman Islands with limited liability on May 23, 2023. ZentoAI is engaged in information technology, investment, research and technical services. Under Macau law, all these activities carried out by the Company do not require specific licenses. ZentoAI owns and controls the following subsidiary (collectively, “the Company”) as of September 30, 2025.

ZentoAI held a 95% ownership interest in Macwise Technology Limited (“Macwise”), a company incorporated in Macau with limited liability on August 28, 2023 with a share capital of MOP100,000 (approximately $12,399). Macwise is engaged in fintech services. Under Macau law, all these activities carried out by Macwise do not require specific licenses.

F-7

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

2. Liquidity

In assessing the Company’s liquidity, the Company monitors and analyses its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Historically, the Company’s operating and working capital commitments have been funded primarily through advances from related parties and major shareholders.

The Company recorded net cash outflow in operating activities of $35,068 and $21,904 for the years ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company had a negative working capital of $74,469 and the Company had $4,631 in cash.

By a financial support letter dated August 26, 2026, the Company’s shareholder has undertaken to provide continuing financial support and make available sufficient funds, as necessary, to enable the Company to meet its working capital requirements and financial obligations as they become due for at least twelve months from the date these consolidated financial statements are issued. Based on the Company’s existing cash resources, expected operating cash flows and such financial support, management believes that the Company has sufficient liquidity to meet its obligations for at least twelve months from the date these consolidated financial statements are issued. Accordingly, these consolidated financial statements have been prepared on a going concern basis.

3. Summary of Significant Accounting Policies

Basis of presentation and principle of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the financial statements of the Company and its subsidiary. All intercompany transactions and balances among the Company have been eliminated upon consolidation.

The accompanying consolidated financial statements reflect the activities of the Company, and each of the following entities as of September 30, 2025:

		Place of		Attributable equity				Registered/Issued
Name of Company		Incorporation		interest %				Capital
Macwise Technology Limited		Macau			95			MOP100,000

Non-controlling interest

U.S. GAAP requires that non-controlling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the non-controlling interests in the net loss of these entities are reported separately in the consolidated statements of operations and comprehensive loss.

Use of estimates and assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for expected credit losses and impairment of long-lived assets. Actual results could differ from the estimates, and as such, differences could be material to the consolidated financial statements.

Cash

Cash includes balances maintained with banks in Macau that can be added or withdrawn without limitation.

F-8

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

3. Summary of Significant Accounting Policies (Continued)

Expected credit losses

ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit losses methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company applied the expected credit losses model to deposit.

Prepaid expenses

Prepaid expenses are comprised of prepaid administrative expenses. These amounts are recognized as expenses on a straight-line basis over the relevant non-cancellable contract term or expected benefit period, so the balances are realized over the life of the underlying arrangements, with the portion expected to be expensed within the next twelve months classified as current and the remainder as non-current. Prepaid expenses are not subject to expected credit losses assessment, as they represent advance payments for goods or services to be received from counterparties rather than contractual rights to receive cash.

Deposit, net

Deposit is good faith deposit paid for acquisition of a target company. The Company reviews deposit on a regular basis and also makes allowance for expected credit losses if there is evidence indicating that deposit is likely to be unrecoverable based on the Company’s historical losses, specific customer circumstances, and general economic conditions. As of September 30, 2025 and 2024, the balance of allowance for expected credit losses against deposit were $36,819 and nil, respectively.

Office equipment, net

Office equipment is stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful life. The estimated useful lives of office equipment are 4 years.

Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss under other income or expenses.

F-9

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

3. Summary of Significant Accounting Policies (Continued)

Business combination

Upon acquisition of a company, the Company determines if the transaction is a business combination defined by ASC 805, Business Combinations (“ASC 805”), which shall be accounted for using the acquisition method of accounting. Under the acquisition method, once control of a business is obtained, the assets acquired and liabilities assumed, including amounts attributed to non-controlling interests, are recorded at fair value. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The determination of the fair values is based on estimates and judgments made by management. By contrast, the acquisition of an asset or group of assets (and possibly the assumption of any liabilities) that do not meet the definition of a business in ASC 805 is accounted for using a cost accumulation model. In a cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values.

Investments in subsidiary

Subsidiary is entity controlled by ZentoAI. ZentoAI controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether ZentoAI has power, only substantive rights (held by ZentoAI and other parties) are considered. ZentoAI shall deconsolidate a subsidiary or derecognize a group of assets as of the date ZentoAI ceases to have a controlling financial interest in that subsidiary or group of assets.

Impairment of long-lived assets

The Company reviews long-lived assets, including office equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful lives. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As of September 30, 2025 and 2024, no impairment of long-lived assets were recognized.

F-10

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

3. Summary of Significant Accounting Policies (Continued)

Other income

For the year ended September 30, 2025 and 2024, other income consisted of the following:

		For the Years Ended September 30,
		2025				2024
Interest income (note)		$	1			$	-

Note:

Interest income are interests earned on bank deposits, which are not within the scope of ASC 606.

Interest income is recognized using the effective interest method.

Employee benefit plan

Employees of the Company located in Macau participate in a compulsory retirement benefit scheme as required by the local laws in Macau. Contributions are required by both the Company and its employees at MOP60 and MOP30 per month, respectively. During the years ended September 30, 2025, and 2024, the total amount charged to the consolidated statements of operations and comprehensive loss in respect of the Company’s costs incurred in the scheme was $52 and nil, respectively.

Income taxes

The Company accounts for income taxes under ASC 740, Income Taxes. The provision for income taxes consists of current taxes and deferred taxes.

Current tax included Macau income tax.

The Macau income tax is recognized based on the results for the year, as adjusted for items that are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized upon examination. Penalties and interest incurred related to the underpayment of income tax are classified as income tax expense in the period incurred. The Company considers that there were no uncertain tax positions as of September 30, 2025 and 2024, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

Segment reporting

In November 2023, the FASB issued Accounting Standards Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended September 30, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results of operations, or cash flows.

Based on the criteria established by ASC 280, Segment Reporting, the Company uses the management approach in determining its operating segments. The Company’s chief operating decision maker (“CODM”) , specifically the Company’s CEO, reviews consolidated results when making decisions, allocating resources and assessing performance of the Company. During the years presented, the Company did not commence substantive revenue-producing operations and did not generate any revenue. The Company’s activities were primarily limited to maintaining its corporate existence, evaluating potential business opportunities, and incurring administrative expenses. Accordingly, the Company is managed on a consolidated basis and has one operating segment and one reportable segment.

The Company’s CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the segment net loss that also is reported as consolidated net loss on the consolidated statements of operations and comprehensive loss, after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. Further, the CODM does not review disaggregated expense information when assessing performance or making operational decisions. Instead, the CODM evaluates expenses on a consolidated basis only. Other segment items included provision for income taxes, which are reflected in the segment and consolidated net loss. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

F-11

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

3. Summary of Significant Accounting Policies (Continued)

Translation of foreign currencies

The Company determines the functional currency of each of its consolidated entities based on the currency of the primary economic environment in which the entity operates. The functional currencies of ZentoAI and Macwise are the Macanese Pataca (“MOP”). The Company’s reporting currency is the United States dollar (“US$” or “$”).

For consolidation purposes, the financial statements of entities whose functional currencies are other than the US$ are translated into US$. Assets and liabilities are translated at the exchange rates in effect at the balance sheet date, while income and expense items are translated at the average exchange rates for the reporting period. Equity accounts are translated at historical exchange rates. Translation adjustments resulting from the translation of the financial statements of consolidated entities are recorded in accumulated other comprehensive income (loss), a component of shareholders’ deficit.

Transactions denominated in currencies other than an entity’s functional currency are initially recorded in the functional currency using the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently remeasured into the functional currency using the exchange rate at the balance sheet date. Foreign currency transaction gains and losses resulting from such remeasurement or from the settlement of foreign currency transactions are recognized in the consolidated statements of operations and comprehensive loss.

Because the consolidated statements of cash flows are translated using average exchange rates for the reporting period, amounts reported in the consolidated statements of cash flows may not necessarily agree with the changes in the corresponding balance sheet accounts.

The following table outlines the exchange rates between MOP and US$ that are used in preparing these consolidated financial statements:

		As of September 30,
		2025				2024
Year-end spot rate			8.0162				8.0035

		For the Years Ended September 30,
		2025				2024
Average rate			8.0283				8.0462

Fair value of financial instruments

The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

As of September 30, 2025 and 2024, the Company’s financial instruments primarily consisted of cash, deposit, amounts due to related parties and accrued expenses and other liabilities.

The carrying amounts of cash, current amounts due to related parties, and accrued expenses and other current liabilities approximate their respective fair values due to the short-term maturities of these financial instruments.

The carrying amounts of non-current deposit and non-current amounts due to related parties approximate their respective fair values. Although these balances are non-interest-bearing, based on their expected recovery or settlement periods and the applicable market interest rates for comparable financial instruments, the effect of discounting is not material.

F-12

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

3. Summary of Significant Accounting Policies (Continued)

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, is disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.

Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. For purposes of determining the effective dates of newly issued accounting standards, the Company applies the effective dates applicable to public business entities when the applicable guidance distinguishes between public business entities and other entities. However, because the Company is not an SEC filer, where an ASU distinguishes between SEC filers and other entities, the Company applies the effective dates applicable to entities other than SEC filers, unless otherwise specified in the applicable guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide additional disclosures disaggregating certain expense captions presented on the face of the income statement into specified categories, including purchases of inventory, employee compensation, depreciation and amortization. It also requires disclosure of total selling expenses and an entity’s definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarified that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively or retrospectively. The Company expects the adoption of the amendments to result in additional disclosures but not to affect its financial position, results of operations or cash flows. The Company is currently evaluating the extent of the additional disclosures that will be required.

In July 2025, FASB issued ASU No. 2025-05, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU No. 2025-05 is effective on a prospective basis or annual periods beginning after December 15, 2025, though early adoption and retroactive application is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to clarify ambiguities and improve consistency across multiple topics in the Accounting Standards Codification. Key provisions include amendments to Topic 260 (Earnings Per Share) to refine the treatment of anti-dilutive shares in year-to-date diluted EPS calculations when an entity experiences a loss from continuing operations, as well as modifications to Topic 842 (Leases) to clarify disclosure exemptions for certain lease receivables. The standard is effective for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

F-13

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

4. Significant Risks

Currency risk

The Company’s functional currency is MOP and these audited consolidated financial statements are presented in US$. The Company’s operating activities and assets and liabilities are predominantly denominated in the functional currency. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in MOP with respect to US$ is not significant as MOP is pegged to HK$ at a fixed rate of 1.03 and HK$ is pegged to US$ in a band between 7.75 and 7.85.

Concentration and credit risks

Financial instruments that potentially subject the Company to credit risk consist of cash and deposit. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates.

The Company deposits its cash with reputable banks located in Macau. As of September 30, 2025, and 2024, the Company had cash deposits of $4,631 and $1,402, respectively, with these banks. Balances maintained with banks in Macau are insured under the Deposit Protection Scheme introduced by the Macau Government for a maximum amount of MOP500,000 (equivalent to US$62,374), and further increased to MOP800,000 (equivalent to US$99,798) effective on October 1, 2024, for each depositor at one bank, whereas the balances maintained by the Company may at times exceed the insured limits. Cash balances maintained with banks in Macau are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. The Company has not experienced any losses in these bank accounts and management believes that the Company is not exposed to any significant credit risk on cash maintained with these banks.

Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of deposit. The Company performs regular and ongoing credit assessments of the counterparties’ financial conditions and credit histories. The Company considers that it has adequate controls over these deposit to minimize the related credit risk. As of September 30, 2025, and 2024, the balance of allowance for expected credit losses were $36,819 and nil, respectively.

As of September 30, 2025 and 2024, all the Company’s assets were located in Macau.

Interest rate risk

Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on bank deposits, particularly during periods when the interest rate is expected to change significantly. Nevertheless, given the amounts of bank deposits in question, the Company considers its interest rate risk to be not material, and the Company has not used any derivatives to manage or hedge its interest rate risk exposure.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 30 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

F-14

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

5. Asset Acquisition

On June 17, 2024, ZentoAI acquired 95% of the equity interest in Macwise from an independent party for a total consideration of MOP95,000 (equivalent to $11,870). No cash consideration was paid in connection with the acquisition. The consideration was satisfied through the Company’s assumption of the former shareholder’s obligation to Macwise. The remaining 5% of the equity interest amounting to MOP5,000 (equivalent to $624) was recorded as non-controlling interest under consolidated balance sheets.

At the time of the acquisition, Macwise was not engaged in any substantive business activities. The assets held by Macwise as of acquisition date consisted primarily of amounts due from related parties. Macwise did not have an organized workforce, nor any inputs that such a workforce could develop or convert into outputs. Furthermore, Macwise did not have any outputs and did not carry out any revenue-generating activities at the time of the acquisition. Therefore, they did not meet the definition of a business under ASC 805. The acquisition was accounted for as an asset acquisition under ASC 805. No goodwill was recognized.

6. Office Equipment, Net

As of September 30, 2025 and 2024, office equipment, net, consisted of the following:

		As of September 30,
		2025				2024
Office equipment, gross		$	611			$	-
Less: accumulated depreciation			(114	)			-
Office equipment, net		$	497			$	-

Depreciation expense was $114 and nil for the years ended September 30, 2025 and 2024, respectively.

7. Prepaid Expenses

As of September 30, 2025 and 2024, prepaid expenses, consisted of the following:

		As of September 30,
		2025				2024
Prepaid administrative expenses		$	82			$	5

F-15

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

8. Deposit-a Related Party, Non-Current, Net

As of September 30, 2025 and 2024, deposit-a related party, non-current, net, consisted of the following:

		As of September 30,
		2025				2024
Related party
Deposit-a related party, gross (1)		$	706,694			$	-
Less: Allowance for expected credit losses			(36,819	)			-
Deposit-a related party, net		$	669,875			$	-

(1)

Deposit paid represent a good faith deposit paid pursuant to the acquisition intention agreement entered into in connection with the proposed acquisition of a digital technology service provider incorporated in the PRC with a focus on artificial intelligence and big data technologies (the “Target”). The terms of the proposed acquisition remain subject to further negotiation between the buyer and the seller and the execution of definitive agreements. Pursuant to the acquisition intention agreements, the deposit will be credited toward the total purchase consideration upon consummation of the proposed acquisition. If the buyer and seller terminate the proposed acquisition with written consent, or if the proposed acquisition is not consummated by December 31, 2027, the deposit is refundable in full in accordance with the terms of the acquisition intention agreement. The deposit is unsecured and non-interest-bearing. Subsequently, the Company entered into two agreements in connection with the proposed acquisition and paid two additional good faith deposits, as further described in Note 15.

As of September 30, 2025, the Company had paid deposit of $706,694 which was paid by the Company using funds advanced from a related party.

The movement of allowance for expected credit losses is as follow:

		As of September 30,
		2025				2024
Balance at beginning of the year		$	-			$	-
Provision for expected credit losses			36,763				-
Foreign exchange difference			56				-
Balance at end of the year		$	36,819			$	-

9. Accrued Expenses and Other Liabilities

As of September 30, 2025 and 2024, accrued expenses and other liabilities consisted of the following:

		As of September 30,
		2025				2024
Other administrative expenses		$	201			$	249
Compensation and benefits			1,714				-
Accrued expenses and other liabilities		$	1,915			$	249

10. Shareholders’ Deficit

Ordinary shares

ZentoAI initially issued 2 ordinary shares with no par value, at MOP100,000 (approximately $12,399) in total, when it was incorporated under the laws of Macau with limited liability on November 22, 2022. There was no authorized share capital under the law of Macau. The amount was not paid-up and recognized as subscription receivables in these consolidated financial statements.

F-16

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

11. Income Taxes

Macau

ZentoAI and Macwise are incorporated in Macau and are subject to complementary tax (the equivalent of what is known as “income tax” in other jurisdictions) on the taxable income as reported in their statutory financial statements, adjusted in accordance with relevant Macau complementary tax regulations.

Under Macau Complementary Tax Regulations, taxpayers are classified into one of two groups as follows:

Group A taxpayers refer to the following enterprises:

1. All companies with full set of accounting records which are signed and verified by certified public accountants or accountants;

2. Public companies, partnerships limited by shares, business entities whose capital is not less than MOP 1,000,000 or the average taxable profit in the last three consecutive years exceeds MOP 1,000,000;

3. Any companies being the ultimate parent entity;

4. Those who choose to be a group A taxpayer.

Group B taxpayers refer to enterprises which do not fall into group A taxpayers.

ZentoAI and Macwise fall into group B taxpayers.

The difference between group A and B taxpayers are as follows:

1.	Under Macau Complementary Tax Regulations, group A taxpayers are permitted to carry forward losses from any financial year to offset taxable income in subsequent years, up to a maximum of three years, based on the taxpayer’s choice. However, this provision does not apply to group B taxpayers, who are not allowed to carry forward losses to offset taxable income in future years.
2.	The assessable profits of group A taxpayers are determined based on actual accounting income, after making the necessary tax adjustments. In contrast, the assessable profits of group B taxpayers are assessed on a deemed basis if the reported income falls below the internal parameters set by the Macau Finance Bureau for taxpayers in similar industries.

For the years ended September 30, 2025, and 2024, Macau complementary tax was calculated at a statutory rate of 12%, with taxable profits below MOP 600,000 exempt from tax, regardless of whether the taxpayers were classified as group A or group B taxpayers.

The current and deferred portions of the income tax expenses included in the consolidated statements of operations and comprehensive loss as determined in accordance with ASC 740 are as follows:

			For the Years Ended September 30,
			2025				2024
Current taxes			-				-
Deferred taxes			-				-
Income tax expenses		$	-			$	-

F-17

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

A reconciliation of the difference between the expected income tax expense computed at Macau statutory tax rate of 12% and the Company’s reported income tax expense is shown in the following table:

		For the Years Ended September 30,
		2025				2024
Loss before income taxes		$	(73,531	)		$	(22,067	)
Applicable income tax rate			12	%			12	%
Income tax benefit at applicable income tax rate		$	(8,824	)		$	(2,648	)
Non-deductible expense			4,412				-
Tax losses not expected to be utilized (1)			4,412				2,648
Income tax expense		$	-			$	-

(1) Losses not expected to be utilized for the years ended September 30, 2025 and 2024 mainly represented expenses incurred by ZentoAI and Macwise. ZentoAI and Macwise were group B taxpayer, and the losses were not allowed to carry forward to offset taxable income in future years under the applicable tax laws. Accordingly, no deferred tax assets were recognized in respect of these amounts.

The following table reconciles the statutory tax rate to the Company’s effective tax rate for the years ended September 30, 2025 and 2024:

		For the Years Ended September 30,
		2025				2024
Applicable income tax rate			12	%			12	%
Non-deductible expense			(6	)%			-
Tax losses not expected to be utilized			(6	)%			(12	)%
Effective tax rate			-	%			-	%

None of the Company’s entities are currently under examination by an income tax authority in Macau, nor have they been notified that an examination is contemplated. Under Macau complementary tax regulations, there is no time bar on statutory examinations to be carried out by the Macau tax authority, and all income tax returns of the Company’s entities in Macau remain open for the examination.

Deferred tax

As of September 30, 2025 and 2024, the Company had no material temporary differences between the financial statement carrying amounts and tax bases of its assets and liabilities and had no tax loss or tax credit carryforwards that gave rise to deferred tax assets or liabilities. Accordingly, no deferred tax assets, deferred tax liabilities or related valuation allowances were recognized.

The Company evaluates uncertain tax positions in accordance with ASC 740 and recognizes the effect of a tax position only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority. As of September 30, 2025 and 2024, the Company had no unrecognized tax benefits and no interest or penalties related to uncertain tax positions.

F-18

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

12. Related Party Balance

a. Nature of relationships with related parties

Name		Relationship with the Company
Ng Wai Ian		A controlling party of the Company
ZentoAI Company Limited		A shareholder of the Company
Fortunewell Investment Management Company Limited		Controlled by Ng Wai Ian, a controlling party of the Company

b. Balance with related parties

					As of September 30,
Name			Nature		2025				2024
Ng Wai Ian	(1)		Amount due to a related party, current		$	77,267			$	38,366
ZentoAI Company Limited	(2)		Amount due to a related party, non-current		$	706,694			$	-
Fortunewell Investment Management Company Limited	(3)		Deposit		$	706,694			$	-

(1)	The balances as of September 30, 2025 and 2024 represented advances from a related party for operational purposes. The balances were unsecured, non-interest bearing, and repayable on demand.
(2)	The balance as of September 30, 2025 represented amounts payable to the shareholder in respect of good faith deposit paid on behalf of the Company. The balances were unsecured, non-interest bearing, and repayable on December 31, 2027.
(3)	The balance as of September 30, 2025 represented good faith deposit paid to a related party in connection with the proposed acquisition of the Target, as disclosed in Note 8. The balance is presented in gross of the allowance for expected credit losses.

F-19

ZentoAI Intelligent Technology Company Limited

Notes to Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

13. Commitments and Contingencies

Commitments

As of September 30, 2025 and 2024, the Company had neither significant financial nor capital commitments. The acquisition intention agreements as disclosed in note 8 do not obligate the Company to consummate the proposed acquisition, and the related good-faith deposit is refundable in whole if buyer and seller terminate the proposed acquisition with written consent, or if the proposed acquisition is not consummated by December 31, 2027 in accordance with the terms of the agreements.

Contingencies

As of September 30, 2025 and 2024, the Company was not a party to any material legal or administrative proceedings. From time to time, the Company is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Company cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Company’s consolidated financial performance or cash flows; however, an unfavorable outcome could have a material adverse effect on the Company’s results of operations.

14. Segment information

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”), specifically the Company’s CEO for making decisions, allocating resources and assessing performance.

The Company has not commenced substantive revenue-generating operations during the periods presented. Its activities have primarily consisted of maintaining its corporate operations, evaluating business opportunities and incurring administrative and other operating expenses. The CODM reviews the Company’s financial results on a consolidated basis and does not regularly review discrete financial information for separate components of the Company. Accordingly, the Company has determined that it has one operating segment and one reportable segment.

The CODM principally uses net loss to assess the performance of the reportable segment, monitor budget-to-actual results and evaluate the adequacy of the Company’s financial resources. The measure of segment profit or loss reviewed by the CODM is consistent with the Company’s consolidated net loss reported in the consolidated statements of operations and comprehensive loss. The CODM does not regularly review disaggregated expense information by individual expense category for purposes of allocating resources or assessing segment performance. The following table presents the significant revenue and expense categories in the Company’s single operating segment:

		For the Years Ended September 30,
		2025				2024
Other income		$	1			$	-
Expenses			(73,532	)			(22,067	)
Income tax expenses			-				-
Net loss of single operating segment		$	(73,531	)		$	(22,067	)

15. Subsequent Events

Proposed acquisition

On February 12, 2026, the Company entered into an acquisition intention agreement with Haikou Xinyuehui Information Technology Co., Limited in connection with the proposed acquisition of the Target. Pursuant to the acquisition intention agreement, the Company paid an additional good faith deposit amounting to $311,868 (equivalent to MOP2,500,000). The deposit was paid by a related party on behalf of the Company. The terms of the proposed acquisition remain subject to further negotiation between the buyer and the seller and the execution of definitive agreements. The good faith deposit will be credited toward the total purchase consideration upon consummation of the proposed acquisition. If the buyer and seller terminate the proposed acquisition with written consent, or if the proposed acquisition is not consummated by December 31, 2027, the deposit is refundable in full in accordance with the terms of the acquisition intention agreements.

On June 22, 2026, the Company entered into a supplementary acquisition intention agreement with Haikou Xinyuehui Information Technology Co., Limited in connection with the proposed acquisition of the Target. Pursuant to the supplementary agreement, the Company paid an additional good faith deposit of $249,495 (equivalent to MOP2,000,000). The deposit was paid by a related party on behalf of the Company. The terms of the proposed acquisition remain subject to further negotiation between the buyer and the seller and the execution of definitive agreements. The good faith deposit will be credited toward the total purchase consideration upon consummation of the proposed acquisition. If the buyer and seller terminate the proposed acquisition with written consent, or if the proposed acquisition is not consummated by December 31, 2027, the deposit is refundable in full in accordance with the terms of the acquisition intention agreements.

As of the date of this financial statements issued, the Company paid deposits totaling $1,268,057 (equivalent to MOP10,000,000).

Incorporation of a subsidiary

On March 27, 2026, the Company incorporated Macwise (Jiangxi) Technology Limited (“Macwise Jiangxi”), a wholly foreign-owned enterprise in the PRC with registered capital of CNY700,000. Macwise Jiangxi is principally engaged in fintech services. The incorporation did not have any impact on the Company’s consolidated financial statements as of and for the year ended September 30, 2025 and 2024.

Proposed transaction

On September 9, 2026, Zenta Group Company Limited (“ZTG”) entered into a sales and purchase agreement with the Company to acquire 100% of the equity interests of the Company. The total consideration was $10,729,539, comprising cash consideration of $1,275,217 (equivalent to HKD10,000,000) and the issuance of 12,278,340 restricted Class A ordinary shares of ZTG. The equity consideration was measured at its fair value of $9,454,322, with a share price of $0.770 per share. The acquisition was completed on September 11, 2026.

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. Other than the subsequent events described above, no further subsequent events were identified.

F-20

Exhibit 99.2

INDEX TO FINANCIAL STATEMENTS

ZENTOAI INTELLIGENT TECHNOLOGY COMPANY LIMITED

TABLE OF CONTENTS

Unaudited Condensed Consolidated Financial Statements for the Six Months Ended March 31, 2026 and 2025
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and Consolidated Balance Sheets as of September 30, 2025 (audited)	F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended March 31, 2026 and 2025	F-3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Six Months Ended March 31, 2026 and 2025	F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2026 and 2025	F-5
Notes to Unaudited Condensed Consolidated Financial Statements	F-6 – F-19

F-1

ZentoAI Intelligent Technology Company Limited

Unaudited Condensed Consolidated Balance Sheets

(Expressed in U.S. Dollars, except for the number of shares)

		As of
		March 31,				September 30,
		2026				2025
		(Unaudited)				(Audited)
Assets
Current assets
Cash		$	94,650			$	4,631
Prepaid expenses			37				82
Deposits, current			58				-
Total current assets		$	94,745			$	4,713
Office equipment, net		$	417			$	497
Deposits, non-current, net			302,395				-
Deposits-a related party, non-current, net			665,269				669,875
Total assets		$	1,062,826			$	675,085
Liabilities and shareholders’ deficit
Liabilities
Current liabilities
Amount due to a related party, current		$	100,412			$	77,267
Accrued expenses and other liabilities			93,246				1,915
Total current liabilities		$	193,658			$	79,182
Amount due to a related party, non-current			1,020,850				706,694
Total liabilities		$	1,214,508			$	785,876
Commitments and contingencies
Shareholders’ deficit
Ordinary shares (no par value, no authorized shares and 2 shares issued and outstanding as of March 31, 2026 and September 30, 2025)		$	12,399			$	12,399
Subscription receivables			(12,399	)			(12,399	)
Accumulated deficit			(151,433	)			(109,981	)
Accumulated other comprehensive income (loss)			668				(294	)
Total ZentoAI Intelligent Technology Company Limited shareholders’ deficit		$	(150,765	)		$	(110,275	)
Non-controlling interest			(917	)			(516	)
Total shareholders’ deficit		$	(151,682	)		$	(110,791	)
Total liabilities and shareholders’ deficit		$	1,062,826			$	675,085

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

ZentoAI Intelligent Technology Company Limited

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. Dollars, except for the number of shares)

		For the Six Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Other income
Interest income		$	-			$	1
Total other income		$	-			$	1
Expenses
Allowance for credit losses		$	16,699			$	-
Communications and technology			8,335				10,781
Compensation and benefits			7,784				1,271
Compensation and benefits-a related party			623				-
Depreciation			76				38
Professional fees			8,245				-
Occupancy			39				-
Other administrative expenses			49				5,293
Total expenses		$	41,850			$	17,383
Loss before income taxes			(41,850	)			(17,382	)
Provision for income taxes			-				-
Net loss		$	(41,850	)		$	(17,382	)
Net loss attributable to:
Shareholders			(41,452	)			(16,980	)
Non-controlling interest			(398	)			(402	)
			(41,850	)			(17,382	)
Other comprehensive income
Foreign currency translation adjustments			959				42
Total other comprehensive income		$	959			$	42
Total other comprehensive income (loss) attributable to:
Shareholders			962				44
Non-controlling interest			(3	)			(2	)
			959				42
Total comprehensive loss attributable to:
Shareholders			(40,490	)			(16,936	)
Non-controlling interest			(401	)			(404	)
			(40,891	)			(17,340	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

ZentoAI Intelligent Technology Company Limited

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit

(Expressed in U.S. Dollars, except for the number of shares)

For the Six Months Ended March 31, 2025

		Ordinary shares								Subscription				Accumulated				Accumulated other comprehensive				Non-controlling
		Number issued				Amount				receivables				deficit				loss				Interest				Total
Balance as of September 30, 2024 (Audited)			2			$	12,399			$	(12,399	)		$	(37,257	)		$	(243	)		$	292			$	(37,208	)
Net loss			-				-				-				(16,980	)			-				(402	)			(17,382	)
Foreign currency translation adjustments			-				-				-				-				44				(2	)			42
Balance as of March 31, 2025 (Unaudited)			2			$	12,399			$	(12,399	)		$	(54,237	)		$	(199	)		$	(112	)		$	(54,548	)

For the Six Months Ended March 31, 2026

		Ordinary shares								Subscription				Accumulated				Accumulated other comprehensive				Non-controlling
		Number issued				Amount				receivables				deficit				(loss) income				Interest				Total
Balance as of September 30, 2025 (Audited)			2			$	12,399			$	(12,399	)		$	(109,981	)		$	(294	)		$	(516	)		$	(110,791	)
Net loss			-				-				-				(41,452	)			-				(398	)			(41,850	)
Foreign currency translation adjustments			-				-				-				-				962				(3	)			959
Balance as of March 31, 2026 (Unaudited)			2			$	12,399			$	(12,399	)		$	(151,433	)		$	668			$	(917	)		$	(151,682	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

ZentoAI Intelligent Technology Company Limited

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

		For the Six Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net loss		$	(41,850	)		$	(17,382	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation			76				38
Allowance for credit losses			16,699				-
Change in operating assets and liabilities:
Prepaid expenses			45				(170	)
Deposits			(58	)			-
Accrued expenses and other liabilities			91,778				1,805
Net cash provided by (used in) operating activities		$	66,690			$	(15,709	)
Cash flows from investing activities:
Purchases of office equipment		$	-			$	(612	)
Net cash used in investing activities		$	-			$	(612	)
Cash flows from financing activities:
Advance from related party		$	23,788			$	19,529
Net cash provided by financing activities		$	23,788			$	19,529
Effect of exchange rate changes on cash			(459	)			-
Net increase in cash		$	90,019			$	3,208
Cash, beginning of period			4,631				1,401
Cash, end of period		$	94,650			$	4,609
Supplementary cash flows information:
Non-cash investing activities:
Good faith deposit for proposed acquisition funded directly by a related party		$	319,016			$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

1. Organization and Description of Business

ZentoAI Intelligent Technology Company Limited (“ZentoAI”) is a company incorporated in Macau with limited liability on November 22, 2022 with a share capital of MOP100,000 (approximately $12,399). As of March 31, 2026, ZentoAI is a wholly owned subsidiary of ZentoAI Company Limited (“ZCL”), a company incorporated by Ng Wai Ian in the Cayman Islands with limited liability on May 23, 2023. ZentoAI is engaged in information technology, investment, research and technical services. Under Macau law, all these activities carried out by the Company do not require specific licenses. ZentoAI owns and controls the following subsidiaries (collectively, “the Company”) as of March 31, 2026.

ZentoAI held a 95% ownership interest in Macwise Technology Limited (“Macwise”), a company incorporated in Macau with limited liability on August 28, 2023 with a share capital of MOP100,000 (approximately $12,399). Macwise is engaged in fintech services. Under Macau law, all these activities carried out by Macwise do not require specific licenses.

Macwise (Jiangxi) Technology Limited (“Macwise Jiangxi”), a wholly foreign owned enterprise (“WFOE”) of ZentoAI, is a company incorporated in the People’s Republic of China (“PRC”) with limited liability on March 27, 2026. Macwise Jiangxi has a registered share capital of CNY700,000 (approximately $101,006), of which nil was paid-up as of March 31, 2026, and is principally engaged in fintech services. As of March 31, 2026, Macwise Jiangxi has not commenced its operational activities.

F-6

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

2. Liquidity

In assessing the Company’s liquidity, the Company monitors and analyses its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Historically, the Company’s operating and working capital commitments have been funded primarily through advances from related parties and major shareholders.

The Company recorded net cash inflow in operating activities of $66,690 and net cash outflow in operating activities of $15,709 for the six months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had a negative working capital of $98,913 and the Company had $94,650 in cash.

The Company’s shareholder has undertaken to provide continuing financial support and make available sufficient funds, as necessary, to enable the Company to meet its working capital requirements and financial obligations as they become due for at least twelve months from the date these unaudited condensed consolidated financial statements are issued. Based on the Company’s existing cash resources, expected operating cash flows and such financial support, management believes that the Company has sufficient liquidity to meet its obligations for at least twelve months from the date these consolidated financial statements are issued. Accordingly, these unaudited condensed consolidated financial statements have been prepared on a going concern basis.

3. Summary of Significant Accounting Policies

Basis of presentation and principle of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair presentation of the Company’s financial position as of March 31, 2026, and results of operations and cash flows for the six months ended March 31, 2026 and 2025. The consolidated balance sheet as of September 30, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended September 30, 2025 and 2024, and related notes included in the Company’s audited consolidated financial statements.

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company have been eliminated upon consolidation.

The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company, and each of the following entities as of March 31, 2026:

		Place of		Attributable equity				Registered/Issued
Name of Company		Incorporation		interest %				Capital
Macwise Technology Limited		Macau			95				MOP100,000
Macwise (Jiangxi) Technology Limited		PRC			100				CNY700,000

Non-controlling interest

U.S. GAAP requires that non-controlling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the non-controlling interests in the net loss of these entities are reported separately in the unaudited condensed statements of operations and comprehensive loss.

Use of estimates and assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for expected credit losses and impairment of long-lived assets. Actual results could differ from the estimates, and as such, differences could be material to the unaudited condensed consolidated financial statements.

Cash

Cash includes balances maintained with banks in Macau that can be added or withdrawn without limitation.

F-7

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

3. Summary of Significant Accounting Policies (Continued)

Expected credit losses

ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit losses methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company applied the expected credit losses model to deposits.

Prepaid expenses

Prepaid expenses are comprised of prepaid administrative expenses. These amounts are recognized as expenses on a straight-line basis over the relevant non-cancellable contract term or expected benefit period, so the balances are realized over the life of the underlying arrangements, with the portion expected to be expensed within the next twelve months classified as current and the remainder as non-current. Prepaid expenses are not subject to expected credit losses assessment, as they represent advance payments for goods or services to be received from counterparties rather than contractual rights to receive cash.

Deposits, net

Deposits consist of rental deposit and good faith deposit paid for acquisition of a target company. The Company reviews deposits on a regular basis and also makes allowance for expected credit losses if there is evidence indicating that deposits are likely to be unrecoverable based on the Company’s historical losses, specific customer circumstances, and general economic conditions. As of March 31, 2026 and September 30, 2025, the balance of allowance for expected credit losses against deposits was $53,187 and $36,819, respectively.

Leases

The Company has elected the short-term lease recognition exemption for leases with an initial term of 12 months or less. Accordingly, the Company does not recognize right-of-use assets or lease liabilities for qualifying short-term leases and recognizes the related lease expense generally on a straight-line basis over the lease term.

Office equipment, net

Office equipment is stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful life. The estimated useful lives of office equipment are 4 years.

Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss under other income or expenses.

F-8

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

3. Summary of Significant Accounting Policies (Continued)

Business combination

Upon acquisition of a company, the Company determines if the transaction is a business combination defined by ASC 805, Business Combinations (“ASC 805”), which shall be accounted for using the acquisition method of accounting. Under the acquisition method, once control of a business is obtained, the assets acquired and liabilities assumed, including amounts attributed to non-controlling interests, are recorded at fair value. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The determination of the fair values is based on estimates and judgments made by management. By contrast, the acquisition of an asset or group of assets (and possibly the assumption of any liabilities) that do not meet the definition of a business in ASC 805 is accounted for using a cost accumulation model. In a cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values.

Investments in subsidiaries

Subsidiaries are entities controlled by ZentoAI. ZentoAI controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether ZentoAI has power, only substantive rights (held by ZentoAI and other parties) are considered. ZentoAI shall deconsolidate a subsidiary or derecognize a group of assets as of the date ZentoAI ceases to have a controlling financial interest in that subsidiary or group of assets.

Impairment of long-lived assets

The Company reviews long-lived assets, including office equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful lives. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As of March 31, 2026 and September 30, 2025, no impairment of long-lived assets were recognized.

F-9

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

3. Summary of Significant Accounting Policies (Continued)

Other income

For the six months ended March 31, 2026 and 2025, other income consisted of the following:

		For the Six Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Interest income (note)		$	-			$	1

Note:

Interest income is interests earned on bank deposits, which are not within the scope of ASC 606.

Interest income is recognized using the effective interest method.

For the six months ended March 31, 2026, the Company also received a government subsidy of MOP1,500,000 (equivalent to $186,713) from Macau Government Tourism Office as financial assistance to reimburse or compensate the Company for qualifying expenditures incurred in connection with advertising and promoting activities. The Company recognizes a government subsidy when it is probable that the Company will comply with the conditions attached to the subsidy and that the subsidy will be received.

Government subsidies related to expenses are recognized in the same period as the related expenses and are presented as a reduction of those expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. Accordingly, when a subsidy fully reimburses the related qualifying expenses, the related subsidy and expenses are presented on a net basis.

Employee benefit plan

Employees of the Company located in Macau participate in a compulsory retirement benefit scheme as required by the local laws in Macau. Contributions are required by both the Company and its employees at MOP60 and MOP30 per month, respectively. During the six months ended March 31, 2026 and 2025, the total amount charged to the unaudited condensed consolidated statements of operations and comprehensive loss in respect of the Company’s costs incurred in the scheme was $45 and $7, respectively.

Income taxes

The Company accounts for income taxes under ASC 740, Income Taxes. The provision for income taxes consists of current taxes and deferred taxes.

Current tax included Macau income tax and PRC enterprise income tax.

The Macau income tax and PRC enterprise income tax are recognized based on the results for the periods, as adjusted for items that are non-assessable or disallowed. They are calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized upon examination. Penalties and interest incurred related to the underpayment of income tax are classified as income tax expense in the period incurred. The Company considers that there were no uncertain tax positions as of March 31, 2026 and September 30, 2025, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

Segment reporting

In November 2023, the FASB issued Accounting Standards Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended September 30, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows.

Based on the criteria established by ASC 280, Segment Reporting, the Company uses the management approach in determining its operating segments. The Company’s chief operating decision maker (“CODM”), specifically the Company’s CEO, reviews consolidated results when making decisions, allocating resources and assessing performance of the Company. During the periods presented, the Company did not commence substantive revenue-producing operations and did not generate any revenue. The Company’s activities were primarily limited to maintaining its corporate existence, evaluating potential business opportunities, and incurring administrative expenses. Accordingly, the Company is managed on a consolidated basis and has one operating segment and one reportable segment.

The Company’s CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the segment net loss that also is reported as consolidated net loss on the unaudited condensed consolidated statements of operations and comprehensive loss, after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. Further, the CODM does not review disaggregated expense information when assessing performance or making operational decisions. Instead, the CODM evaluates expenses on a consolidated basis only. Other segment items included provision for income taxes, which are reflected in the segment and consolidated net loss. The measure of segment assets is reported on the unaudited condensed consolidated balance sheet as total consolidated assets.

F-10

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

3. Summary of Significant Accounting Policies (Continued)

Translation of foreign currencies

The Company determines the functional currency of each of its consolidated entities based on the currency of the primary economic environment in which the entity operates. The functional currencies of ZentoAI and Macwise are the Macanese Pataca (“MOP”). The functional currency of Macwise Jiangxi is the Renminbi (“RMB”). The Company uses MOP as the currency for consolidation purposes and the Company’s reporting currency is the United States dollar (“US$” or “$”).

For consolidation purposes, the financial statements of Macwise Jiangxi, which are maintained in RMB, are first translated into MOP. Assets and liabilities of Macwise Jiangxi are translated into MOP at the exchange rates in effect at the balance sheet date, while income and expense items are translated at the average exchange rates for the reporting period. Equity accounts are translated at historical exchange rates. Translation adjustments arising from the translation of Macwise Jiangxi’s financial statements from RMB into MOP are recognized in accumulated other comprehensive income (loss) as a component of shareholders’ deficit.

After the financial statements of Macwise Jiangxi have been translated into MOP, the financial statements of the Company and its subsidiaries are consolidated in MOP, with all intercompany balances and transactions eliminated upon consolidation. The resulting consolidated financial statements denominated in MOP are then translated into US$ for presentation purposes. Assets and liabilities are translated into US$ at the exchange rates in effect at the balance sheet date, income and expense items are translated at the average exchange rates for the reporting period, and equity accounts are translated at historical exchange rates. Translation adjustments arising from the translation of the consolidated financial statements from MOP into US$ are recognized in accumulated other comprehensive income (loss).

Transactions denominated in currencies other than an entity’s functional currency are initially recorded in the functional currency using the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently remeasured into the functional currency using the exchange rate at the balance sheet date. Foreign currency transaction gains and losses resulting from such remeasurement or from the settlement of foreign currency transactions are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss.

Because the unaudited condensed consolidated statements of cash flows are translated using average exchange rates for the reporting period, amounts reported in the unaudited condensed consolidated statements of cash flows may not necessarily agree with the changes in the corresponding balance sheet accounts.

The following table outlines the exchange rates between MOP and US$ that are used in preparing these unaudited condensed consolidated financial statements:

		As of March 31, 2026				As of September 30, 2025
Year-end spot rate			8.0717				8.0162

		For the Six Months Ended March 31,
		2026				2025
Average rate			8.0337				8.0101

Fair value of financial instruments

The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

As of March 31, 2026 and September 30, 2025, the Company’s financial instruments primarily consisted of cash, deposits, amounts due to related parties, and accrued expenses and other liabilities.

The carrying amounts of cash, current deposits, current amounts due to related parties, and accrued expenses and other current liabilities approximate their respective fair values due to the short-term maturities of these financial instruments.

The carrying amounts of non-current deposits and non-current amounts due to related parties approximate their respective fair values. Although these balances are non-interest-bearing, based on their expected recovery or settlement periods and the applicable market interest rates for comparable financial instruments, the effect of discounting is not material.

F-11

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

3. Summary of Significant Accounting Policies (Continued)

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, is disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.

Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. For purposes of determining the effective dates of newly issued accounting standards, the Company applies the effective dates applicable to public business entities when the applicable guidance distinguishes between public business entities and other entities. However, because the Company is not an SEC filer, where an ASU distinguishes between SEC filers and other entities, the Company applies the effective dates applicable to entities other than SEC filers, unless otherwise specified in the applicable guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide additional disclosures disaggregating certain expense captions presented on the face of the income statement into specified categories, including purchases of inventory, employee compensation, depreciation and amortization. It also requires disclosure of total selling expenses and an entity’s definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarified that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively or retrospectively. The Company expects the adoption of the amendments to result in additional disclosures but not to affect its financial position, results of operations or cash flows. The Company is currently evaluating the extent of the additional disclosures that will be required.

In July 2025, FASB issued ASU No. 2025-05, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU No. 2025-05 is effective on a prospective basis for annual periods beginning after December 15, 2025, though early adoption and retroactive application is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its unaudited condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU applies to monetary and tangible nonmonetary government grants but explicitly excludes from its scope intangible asset grants, exchange transactions, and other arrangements. Under the ASU, an entity recognizes the impact of a government grant when it is probable that both (i) the entity will comply with the conditions attached to the grant, and (ii) the grant will be received. Asset-related grants may be accounted for using either a cost accumulation approach or a deferred income approach. Income grants must be systematically recognized over the related expense periods. ASU 2025-10 is effective for public business entities for annual reporting periods beginning after Dec. 15, 2028, and interim reporting periods within those annual reporting periods. For all other entities, the amendments are effective for annual reporting periods beginning after Dec. 15, 2029, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its unaudited condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance under ASC 270 and reorganizes interim disclosure requirements into a centralized framework. The amendments also introduce a disclosure principle requiring entities to disclose material events and changes occurring since the most recent annual reporting period. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027 for public business entities, with early adoption permitted. The Company is currently evaluating the impact of the update on the Company’s unaudited condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to clarify ambiguities and improve consistency across multiple topics in the Accounting Standards Codification. Key provisions include amendments to Topic 260 (Earnings Per Share) to refine the treatment of anti-dilutive shares in year-to-date diluted EPS calculations when an entity experiences a loss from continuing operations, as well as modifications to Topic 842 (Leases) to clarify disclosure exemptions for certain lease receivables. The standard is effective for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of the update on the Company’s unaudited condensed consolidated financial statements and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

F-12

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

4. Significant Risks

Currency risk

The functional currencies of ZentoAI and Macwise are the Macanese Pataca (“MOP”). The functional currency of Macwise Jiangxi is the Renminbi (“RMB”). The unaudited condensed consolidated financial statements are presented in US$. The Company’s operating activities and assets and liabilities are predominantly denominated in the functional currency. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in MOP with respect to US$ is not significant as MOP is pegged to HK$ at a fixed rate of 1.03 and HK$ is pegged to US$ in a band between 7.75 and 7.85. The Company considers the foreign exchange risk in relation to transactions denominated in RMB with respect to US$ is not significant as Macwise Jiangxi did not carry out any revenue-generating activities during the period presented.

Concentration and credit risks

Financial instruments that potentially subject the Company to credit risk consist of cash and deposits. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates.

The Company deposits its cash with reputable banks located in Macau. As of March 31, 2026 and September 30, 2025, the Company had cash deposits of $94,650 and $4,631, respectively, with these banks. The Company did not maintain any bank accounts in the PRC as of either March 31, 2026 or September 30, 2025. Balances maintained with banks in Macau are insured under the Deposit Protection Scheme introduced by the Macau Government for a maximum amount of MOP500,000 (equivalent to US$61,945), and further increased to MOP800,000 (equivalent to US$99,112) effective on October 1, 2024, for each depositor at one bank, whereas the balances maintained by the Company may at times exceed the insured limits. Cash balances maintained with banks in Macau are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. The Company has not experienced any losses in these bank accounts and management believes that the Company is not exposed to any significant credit risk on cash maintained with these banks.

Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of deposits. The Company performs regular and ongoing credit assessments of the counterparties’ financial conditions and credit histories. The Company considers that it has adequate controls over these deposits to minimize the related credit risk. As of March 31, 2026 and September 30, 2025, the balance of allowance for expected credit losses were $53,187 and $36,819, respectively.

As of March 31, 2026 and September 30, 2025, all the Company’s assets were located in Macau.

Interest rate risk

Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on bank deposits, particularly during periods when the interest rate is expected to change significantly. Nevertheless, given the amounts of bank deposits in question, the Company considers its interest rate risk to be not material, and the Company has not used any derivatives to manage or hedge its interest rate risk exposure.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 30 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

F-13

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

5. Asset Acquisition

On June 17, 2024, ZentoAI acquired 95% of the equity interest in Macwise from an independent party for a total consideration of MOP95,000 (equivalent to $11,870). No cash consideration was paid in connection with the acquisition. The consideration was satisfied through the Company’s assumption of the former shareholder’s obligation to Macwise. The remaining 5% of the equity interest amounting to MOP5,000 (equivalent to $624) was recorded as non-controlling interest under consolidated balance sheets.

At the time of the acquisition, Macwise was not engaged in any substantive business activities. The assets held by Macwise as of acquisition date consisted primarily of amounts due from related parties. Macwise did not have an organized workforce, nor any inputs that such a workforce could develop or convert into outputs. Furthermore, Macwise did not have any outputs and did not carry out any revenue-generating activities at the time of the acquisition. Therefore, Macwise did not meet the definition of a business under ASC 805. The acquisition was accounted for as an asset acquisition under ASC 805. No goodwill was recognized.

6. Office Equipment, Net

As of March 31, 2026 and September 30, 2025, office equipment, net, consisted of the following:

		As of
		March 31, 2026				September 30, 2025
		(Unaudited)				(Audited)
Office equipment, gross		$	607			$	611
Less: accumulated depreciation			(190	)			(114	)
Office equipment, net		$	417			$	497

Depreciation expense was $76 and $38 for the six months ended March 31, 2026 and 2025, respectively.

7. Prepaid Expenses

As of March 31, 2026 and September 30, 2025, prepaid expenses, consisted of the following:

		As of
		March 31, 2026				September 30, 2025
		(Unaudited)				(Audited)
Prepaid administrative expenses		$	37			$	82

F-14

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

8. Deposits, Net

As of March 31, 2026 and September 30, 2025, deposits, net, consisted of the following:

		As of
		March 31, 2026				September 30, 2025
		(Unaudited)				(Audited)
Third parties
Deposits, gross		$	319,074			$	-
Less: Allowance for expected credit losses			(16,621	)			-
Deposits, net		$	302,453			$	-
Less: amount classified as non-current assets (1)			(302,395	)			-
Deposits, current, net		$	58			$	-
Related party
Deposits-a related party, gross (1)		$	701,835			$	706,694
Less: Allowance for expected credit losses			(36,566	)			(36,819	)
Deposits-a related party, non-current, net		$	665,269			$	669,875

(1) Deposits paid represent good faith deposits paid pursuant to acquisition intention agreements entered into in connection with the proposed acquisition of a digital technology service provider incorporated in the PRC with a focus on artificial intelligence and big data technologies (the “Target”). The terms of the proposed acquisition remain subject to further negotiation between the buyer and the seller and the execution of definitive agreements. Pursuant to the acquisition intention agreements, the deposits will be credited toward the total purchase consideration upon consummation of the proposed acquisition. If the buyer and seller terminate the proposed acquisition with written consent, or if the proposed acquisition is not consummated by December 31, 2027, the deposits are refundable in full in accordance with the terms of the acquisition intention agreements. The deposits are unsecured and non-interest-bearing. Subsequently, the Company entered into a supplementary agreement in connection with the proposed acquisition and paid an additional good faith deposit, as further described in Note 15.

As of March 31, 2026, the Company had paid deposits totaling $1,020,851, of which $701,835 was paid by the Company using funds advanced by a related party, and $319,016 was paid directly by a related party to the counterparty on behalf of the Company.

The movement of allowance for expected credit losses is as follow:

		As of
		March 31, 2026				September 30, 2025
		(Unaudited)				(Audited)
Balance at beginning of the period/ year		$	36,819			$	-
Provision for expected credit losses			16,699				36,763
Foreign exchange difference			(331	)			56
Balance at end of the period/ year		$	53,187			$	36,819

9. Accrued Expenses and Other Liabilities

As of March 31, 2026 and September 30, 2025, accrued expenses and other liabilities consisted of the following:

		As of
		March 31, 2026				September 30, 2025
		(Unaudited)				(Audited)
Compensation and benefits		$	33			$	1,714
Occupancy			39				-
Other administrative expenses (1)			93,116				201
Other			58				-
Accrued expenses and other liabilities		$	93,246			$	1,915

(1) Other administrative expenses included accrued advertising and promotional fees of $92,917. Government subsidies recognized in relation to qualifying advertising and promotional expenditures are presented as a reduction of the related expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. The amount was fully settled in April 2026.

10. Shareholders’ Deficit

Ordinary shares

ZentoAI initially issued 2 ordinary shares with no par value, at MOP100,000 (approximately $12,399) in total, when it incorporated under the laws of Macau with limited liability on November 22, 2022. There was no authorized share capital under the law of Macau. The amount was not paid-up and recognized as subscription receivables in these unaudited condensed consolidated financial statements.

F-15

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

11. Income Taxes

Macau

ZentoAI and Macwise are incorporated in Macau and are subject to complementary tax (the equivalent of what is known as “income tax” in other jurisdictions) on the taxable income as reported in their statutory financial statements, adjusted in accordance with relevant Macau complementary tax regulations.

Under Macau Complementary Tax Regulations, taxpayers are classified into one of two groups as follows:

Group A taxpayers refer to the following enterprises:

1. All companies with full set of accounting records which are signed and verified by certified public accountants or accountants;

2. Public companies, partnerships limited by shares, business entities whose capital is not less than MOP 1,000,000 or the average taxable profit in the last three consecutive years exceeds MOP 1,000,000;

3. Any companies being the ultimate parent entity;

4. Those who choose to be a group A taxpayer.

Group B taxpayers refer to enterprises which do not fall into group A taxpayers.

ZentoAI and Macwise fall into group B taxpayers.

The difference between group A and B taxpayers are as follows:

1.	Under Macau Complementary Tax Regulations, group A taxpayers are permitted to carry forward losses from any financial year to offset taxable income in subsequent years, up to a maximum of three years, based on the taxpayer’s choice. However, this provision does not apply to group B taxpayers, who are not allowed to carry forward losses to offset taxable income in future years.
2.	The assessable profits of group A taxpayers are determined based on actual accounting income, after making the necessary tax adjustments. In contrast, the assessable profits of group B taxpayers are assessed on a deemed basis if the reported income falls below the internal parameters set by the Macau Finance Bureau for taxpayers in similar industries.

For the six months ended March 31, 2026 and 2025, Macau complementary tax was calculated at a statutory rate of 12%, with taxable profits below MOP 600,000 exempt from tax, regardless of whether the taxpayers were classified as group A or group B taxpayers.

PRC

Macwise Jiangxi is incorporated in PRC and is subject to the PRC Enterprise Income Tax Laws (“EIT Laws”) and is taxed at the statutory income tax rate of 25%.

As Macwise Jiangxi did not generate any assessable income for the period from March 27, 2026 (date of incorporation) to March 31, 2026, no enterprise income tax expenses were recognized.

The current and deferred portions of the income tax expenses included in the consolidated statements of operations and comprehensive loss as determined in accordance with ASC 740 are as follows:

			For the Six Months Ended March 31,
			2026				2025
			(Unaudited)				(Unaudited)
Current taxes			-				-
Deferred taxes			-				-
Income tax expenses		$	-			$	-

The loss before income taxes of the Company for the six months ended March 31, 2026 and 2025 were comprised of the following:

		For the Six Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Tax jurisdictions from:
Macau			(42,020	)			(17,382	)
The PRC			170				-
Loss before income taxes		$	(41,850	)		$	(17,382	)

F-16

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

A reconciliation of the difference between the expected income tax expenses computed at Macau statutory tax rate of 12% which the tax rate applicable in the principal jurisdiction in which the Company operates and the Company’s reported income tax expense is shown in the following table:

		For the Six Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Loss before income taxes		$	(41,850	)		$	(17,382	)
Applicable income tax rate			12	%			12	%
Income tax benefit at applicable income tax rate		$	(5,022	)		$	(2,086	)
Non-deductible expense			2,004				-
Non-taxable income			(52	)			-
Tax effect of foreign tax rate difference			22				-
Tax losses not expected to be utilized (1)			3,048				2,086
Income tax expense		$	-			$	-

(1) Losses not expected to be utilized for the six months ended March 31, 2026 and 2025 mainly represented expenses incurred by ZentoAI and Macwise. ZentoAI and Macwise were group B taxpayer, and the losses were not allowed to carry forward to offset taxable income in future years under the applicable tax laws. Accordingly, no deferred tax assets were recognized in respect of these amounts.

The following table reconciles the statutory tax rate to the Company’s effective tax rate for the six months ended March 31, 2026 and 2025:

		For the Six Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Applicable income tax rate			12	%			12	%
Non-deductible expense			(5	)%			-
Non-taxable income			-				-
Tax effect of foreign tax rate difference			-				-
Tax losses not expected to be utilized			(7	)%			(12	)%
Effective tax rate			-	%			-	%

None of the Company’s entities are currently under examination by an income tax authority, including those in Macau or PRC, nor have they been notified that an examination is contemplated. Under Macau complementary tax regulations, there is no time bar on statutory examinations to be carried out by the Macau tax authority, and all income tax returns of the Company’s entities in Macau remain open for the examination.

Deferred tax

As of March 31, 2026 and September 30, 2025, the Company had no material temporary differences between the financial statement carrying amounts and tax bases of its assets and liabilities and had no tax loss or tax credit carryforwards that gave rise to deferred tax assets or liabilities. Accordingly, no deferred tax assets, deferred tax liabilities or related valuation allowances were recognized.

The Company evaluates uncertain tax positions in accordance with ASC 740 and recognizes the effect of a tax position only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority. As of March 31, 2026 and September 30, 2025, the Company had no unrecognized tax benefits and no interest or penalties related to uncertain tax positions.

F-17

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

12. Related Party Transactions and Balances

a. Nature of relationships with related parties

Name		Relationship with the Company
Ng Wai Ian		A controlling party of the Company
Ieong Fong Hang		A director of Macwise Jiangxi
ZentoAI Company Limited		A shareholder of the Company
Fortunewell Investment Management Company Limited		Controlled by Ng Wai Ian, a controlling party of the Company and Ieong Fong Hang, a director of Macwise Jiangxi

b. Transactions with related parties

					For the Six Months Ended March 31,
Name			Nature		2026				2025
					(Unaudited)				(Unaudited)
Ieong Fong Hang	(1)		Compensation and benefits		$	623			$	-

(1) The amounts for the six months ended March 31, 2026 represented salaries paid.

c. Balances with related parties

					As of
Name			Nature		March 31, 2026				September 30, 2025
					(Unaudited)				(Audited)
Ng Wai Ian	(1)		Amounts due to a related party, current		$	100,412			$	77,267
ZentoAI Company Limited	(2)		Amounts due to a related party, non-current		$	1,020,850			$	706,694
Fortunewell Investment Management Company Limited	(3)		Deposits		$	701,835			$	706,694

(1)	The balances as of March 31, 2026 and September 30, 2025 represented advances from a related party for operational purposes. The balances were unsecured, non-interest bearing, and repayable on demand.
(2)	The balances as of March 31, 2026 and September 30, 2025 represented amounts payable to the shareholder in respect of good faith deposits paid on behalf of the Company. The balances were unsecured, non-interest bearing, and repayable on December 31, 2027.
(3)	The balances as of March 31, 2026 and September 30, 2025 represented good faith deposits paid to a related party in connection with the proposed acquisition of the Target, as disclosed in Note 8. The balances are presented in gross of the allowance for expected credit losses.

F-18

ZentoAI Intelligent Technology Company Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

13. Commitments and Contingencies

Commitments

As of March 31, 2026 and September 30, 2025, the Company had neither significant financial nor capital commitments. The acquisition intention agreements as disclosed in note 8 do not obligate the Company to consummate the proposed acquisition, and the related good faith deposits are refundable in whole if the buyer and seller terminate the proposed acquisition with written consent, or if the proposed acquisition is not consummated by December 31, 2027 in accordance with the terms of the agreements.

Contingencies

As of March 31, 2026 and September 30, 2025, the Company was not a party to any material legal or administrative proceedings. From time to time, the Company is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Company cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Company’s consolidated financial performance or cash flows; however, an unfavorable outcome could have a material adverse effect on the Company’s results of operations.

14. Segment Information

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”), specifically the Company’s CEO, for making decisions, allocating resources and assessing performance.

The Company has not commenced substantive revenue-generating operations during the periods presented. Its activities have primarily consisted of maintaining its corporate operations, evaluating business opportunities and incurring administrative and other operating expenses. The CODM reviews the Company’s financial results on a consolidated basis and does not regularly review discrete financial information for separate components of the Company. Accordingly, the Company has determined that it has one operating segment and one reportable segment.

The CODM principally uses net loss to assess the performance of the reportable segment, monitor budget-to-actual results and evaluate the adequacy of the Company’s financial resources. The measure of segment profit or loss reviewed by the CODM is consistent with the Company’s consolidated net loss reported in the unaudited condensed consolidated statements of operations and comprehensive loss. The CODM does not regularly review disaggregated expense information by individual expense category for purposes of allocating resources or assessing segment performance. The following table presents the significant revenue and expense categories in the Company’s single operating segment:

		For the Six Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Other income		$	-			$	1
Expenses			(41,850	)			(17,383	)
Income tax expenses			-				-
Net loss of single operating segment		$	(41,850	)		$	(17,382	)

15. Subsequent Events

Proposed acquisition

On June 22, 2026, the Company entered into a supplementary acquisition intention agreement with Haikou Xinyuehui Information Technology Co., Limited in connection with the proposed acquisition of the Target. Pursuant to the supplementary agreement, the Company paid an additional good faith deposit of $247,779 (equivalent to MOP2,000,000). The deposit was paid by a related party on behalf of the Company. The terms of the proposed acquisition remain subject to further negotiation between the buyer and the seller and the execution of definitive agreements. The good faith deposit will be credited toward the total purchase consideration upon consummation of the proposed acquisition. If the buyer and seller terminate the proposed acquisition with written consent, or if the proposed acquisition is not consummated by December 31, 2027, the deposit is refundable in full in accordance with the terms of the acquisition intention agreements. As of the date of this unaudited condensed financial statements issued, the Company paid deposits totaling $1,268,630 (equivalent to MOP10,000,000).

Proposed transaction

On September 9, 2026, Zenta Group Company Limited (“ZTG”) entered into a sales and purchase agreement with the Company to acquire 100% of the equity interests of the Company. The total consideration was $10,729,539, comprising cash consideration of $1,275,217 (equivalent to HKD10,000,000) and the issuance of 12,278,340 restricted Class A ordinary shares of ZTG. The equity consideration was measured at its fair value of $9,454,322, with a share price of $0.770 per share. The acquisition was completed on September 11, 2026.

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. Other than the subsequent events described above, no further subsequent events were identified.

F-19

Exhibit 99.3

Zenta Group Company Limited and subsidiaries

Unaudited Pro Forma Condensed Combined Financial Information

Introduction

Acquisition of ZentoAI Intelligent Technology Company Limited

On September 11, 2026, Zenta Group Company Limited (“ZTG” or the “Company”) completed the acquisition of the entire issued share capital of ZentoAI Intelligent Technology Company Limited (“ZentoAI”) (the “ZentoAI Acquisition”), pursuant to a share purchase agreement dated September 9, 2026 (the “SPA”) among the Company, ZentoAI and the shareholders of ZentoAI, including ZentoAI Company Limited.

ZentoAI is a limited liability company incorporated in Macau on November 22, 2022. ZentoAI is an artificial intelligence and big data technology company focused on artificial intelligence research and development, digital-intelligence platform development and enterprise-grade artificial intelligence applications. ZentoAI’s platforms include FinSMarket, an artificial intelligence-driven U.S. equity research and analysis platform, and Macwise, a smart-tourism and business-promotion platform for Macau. ZentoAI holds a 95% equity interest in Macwise Technology Limited (“Macwise Technology”), a company incorporated in Macau on August 28, 2023, and a 100% equity interest in Macwise (Jiangxi) Technology Limited (“Macwise Jiangxi”), a company incorporated in the People’s Republic of China (the “PRC”) on March 27, 2026. ZentoAI consolidates Macwise Technology and Macwise Jiangxi in its consolidated financial statements.

The consideration under the SPA comprised cash consideration of HKD10,000,000 (equivalent to $1,275,217) and the issuance of 12,278,340 restricted Class A ordinary shares of ZTG (the “Consideration Shares”). For purposes of determining the purchase consideration, the Consideration Shares are measured at their fair value on the acquisition date of $0.770 per share, or $9,454,322 in aggregate.

The ZentoAI Acquisition constitutes the acquisition of a significant business under Rule 3-05 of Regulation S-X, and the following financial statements of ZentoAI are included as Exhibits 99.1 and 99.2 to the Company’s Report on Form 6-K of which this unaudited pro forma condensed combined financial information forms a part:

	●	Audited consolidated financial statements of ZentoAI as of and for the years ended September 30, 2025 and 2024; and
	●	Unaudited condensed consolidated financial statements of ZentoAI as of March 31, 2026 and for the six months ended March 31, 2026 and 2025.

The financial statements of ZentoAI referred to above have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Unaudited Pro Forma Condensed Combined Financial Information

The accompanying unaudited pro forma condensed combined financial information is based on the historical financial statements of the Company and ZentoAI, as adjusted to give effect to the ZentoAI Acquisition. Further details about the ZentoAI Acquisition, along with the key assumptions and estimates underlying the pro forma adjustments, are described in the accompanying notes to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives effect to the ZentoAI Acquisition as if it had been consummated on March 31, 2026, and has been prepared using, and should be read in conjunction with, the following:

● ZTG’s unaudited condensed consolidated balance sheet as of March 31, 2026 and the related notes, included as Exhibit 99.2 to the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on August 14, 2026; and

● ZentoAI’s unaudited condensed consolidated balance sheet as of March 31, 2026, and the related notes, included in the financial statements of ZentoAI referred to above.

The unaudited pro forma condensed combined statement of operations for the six months ended March 31, 2026 gives effect to the ZentoAI Acquisition as if it had been consummated on October 1, 2024, the beginning of the earliest period presented, and has been prepared using, and should be read in conjunction with, the following:

● ZTG’s unaudited condensed consolidated statement of operations and comprehensive loss for the six months ended March 31, 2026, and the related notes, included as Exhibit 99.2 to the Company’s Report on Form 6-K furnished to the SEC on August 14, 2026; and

● ZentoAI’s unaudited condensed consolidated statement of operations and comprehensive loss for the six months ended March 31, 2026, and the related notes, included in the financial statements of ZentoAI referred to above.

The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2025 gives effect to the ZentoAI Acquisition as if it had been consummated on October 1, 2024, and has been prepared using, and should be read in conjunction with, the following:

● ZTG’s audited consolidated statement of operations and comprehensive income for the year ended September 30, 2025, and the related notes, included in the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2025 filed with the SEC on January 20, 2026; and

● ZentoAI’s audited consolidated statement of operations and comprehensive loss for the year ended September 30, 2025, and the related notes, included in the financial statements of ZentoAI referred to above.

The accompanying unaudited pro forma adjustments are based on available information and assumptions that management believes are reasonable, and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information prepared in accordance with the rules and regulations of the SEC. The unaudited pro forma condensed combined financial information does not purport to represent the actual financial position or results of operations that the Company and ZentoAI would have achieved had the companies been combined during the periods presented herein.

The Company has prepared the following unaudited pro forma condensed combined financial information pursuant to the requirements of Article 11 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. The unaudited pro forma condensed combined financial information reflects only Transaction Accounting Adjustments, which depict the accounting for the ZentoAI Acquisition required by U.S. GAAP. The Company has elected not to present Management’s Adjustments. The unaudited pro forma condensed combined financial information is not intended to project the future results of operations that the combined company may achieve after the ZentoAI Acquisition and does not reflect any adjustments for post-closing integration costs, or any potential cost savings or revenue enhancement synergies that may be realized as a result of the ZentoAI Acquisition.

2

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2026

(Expressed in U.S. dollars, except for number of shares)

		ZTG				ZentoAI				Transaction Accounting								Pro Forma
		Historical				Historical				Adjustments				Note				Combined
			USD				USD				USD								USD
ASSETS:
Current assets:
Cash			159,299				94,650				-								253,949
Receivables from customers, net			577,849				-				-								577,849
Prepaid expenses, current			1,217,217				37				-								1,217,254
Deposits, current			-				58				-								58
Deposits-a related party, current, net			1,018,510				-				-								1,018,510
Total current assets			2,972,875				94,745				-								3,067,620
Operating lease right-of-use (“ROU”) assets			37,050				-				-								37,050
Deferred tax assets, net			798				-				-								798
Office equipment, net			1,287				417				-								1,704
Intangible assets, net			1,353,243				-				9,602,238				(A)				10,955,481
Goodwill			-				-				2,430,335				(B)				2,430,335
Prepaid expenses, non-current			2,919,598				-				-								2,919,598
Deposits, non-current, net			12,731				302,395				-								315,126
Deposits-a related party, non-current, net			-				665,269				-								665,269
Total assets			7,297,582				1,062,826				12,032,573								20,392,981
Liabilities and shareholders’ equity
Liabilities
Current liabilities
Amounts due to related parties, current			140,375				100,412				-								240,787
Operating lease liabilities, current			39,425				-				-								39,425
Accrued expenses and other liabilities			182,291				93,246				45,649				(C)				321,186
Other payable			-				-				1,275,217				(D)				1,275,217
Income tax payable			45,053				-				-								45,053
Total current liabilities			407,144				193,658				1,320,866								1,921,668
Amount due to a related party, non-current			-				1,020,850				-								1,020,850
Deferred tax liabilities			-				-				1,152,269				(E)				1,152,269
Total liabilities			407,144				1,214,508				2,473,135								4,094,787
Commitments and contingencies
Shareholders’ equity
ZentoAI ordinary shares (no par value, no authorized shares and 2 shares issued and outstanding as of March 31, 2026)			-				12,399				(12,399	)			(F)				-
Class A ordinary shares (US$0.001 par value, 1,000,000,000 shares authorized as of March 31, 2026, 5,441,159 shares issued and outstanding as of March 31, 2026, historical; 17,719,499 shares issued and outstanding, pro forma)			5,441				-				12,278				(G)				17,719
Class B ordinary shares (US$0.001 par value, 20,000,000 shares authorized as of March 31, 2026, 6,367,680 shares issued and outstanding as of March 31, 2026)			6,368				-				-								6,368
Subscription receivable			-				(12,399	)			12,399				(F)				-
Additional paid-in capital			5,587,547				-				9,436,044				(G)				15,023,591
Retained earnings			1,324,058				(151,433	)			151,433				(F)				1,284,409
											(39,649	)			(C)
Accumulated other comprehensive (loss) income			(32,976	)			668				(668	)			(F)				(32,976	)
Total Zenta Group Company Limited shareholders’ equity			6,890,438				(150,765	)			9,559,438								16,299,111
Non-controlling interest			-				(917	)			-								(917	)
Total shareholders’ equity			6,890,438				(151,682	)			9,559,438								16,298,194
Total liabilities and shareholders’ equity			7,297,582				1,062,826				12,032,573								20,392,981

See accompanying notes to the unaudited pro forma condensed combined financial information.

3

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended March 31, 2026

(Expressed in U.S. dollars, except for number of shares and per share data)

										Transaction
		ZTG				ZentoAI				Accounting								Pro Forma
		Historical				Historical				Adjustments				Note				Combined
			USD				USD				USD								USD
Revenues
Fintech services fees - algorithm and big data			1,146,452				-				-								1,146,452
Interest income and others			1,296				-				-								1,296
Total revenues			1,147,748				-				-								1,147,748
Expenses
(Reversal of) allowance for expected credit loss			(996	)			16,699				-								15,703
Amortization of intangible assets			245,365				-				240,056				(a)				485,421
Commissions			154,407				-				-								154,407
Communications and technology			-				8,335				-								8,335
Compensation and benefits			114,089				7,784				-								121,873
Compensation and benefits-related parties			148,849				623				-								149,472
Depreciation			737				76				-								813
Exchange gain			(34,040	)			-				-								(34,040	)
Interest expenses-a related party			2,435				-				-								2,435
IT maintenance fees			87,461				-				-								87,461
Occupancy costs			37,015				39				-								37,054
Professional fees			1,045,985				8,245				-								1,054,230
Travel and business development			7,885				-				-								7,885
Other administrative expenses			11,695				49				-								11,744
Total expenses			1,820,887				41,850				240,056								2,102,793
Loss before income taxes			(673,139	)			(41,850	)			(240,056	)							(955,045	)
Provision for income taxes			(104,801	)			-				28,807				(c)				(75,994	)
Net loss			(777,940	)			(41,850	)			(211,249	)							(1,031,039	)
Net loss attributable to:
Shareholders of the Company			(777,940	)			(41,452	)			(211,249	)							(1,030,641	)
Non-controlling interest			-				(398	)			-								(398	)
			(777,940	)			(41,850	)			(211,249	)							(1,031,039	)
Net loss per ordinary share
Basic and diluted			(0.07	)											(4)				(0.04	)
Weighted average number of ordinary shares outstanding
Basic and diluted			11,800,185								12,278,340				(4)				24,078,525

See accompanying notes to the unaudited pro forma condensed combined financial information.

4

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended September 30, 2025

(Expressed in U.S. dollars, except for number of shares and per share data)

										Transaction
		ZTG				ZentoAI				Accounting								Pro Forma
		Historical				Historical				Adjustments				Note				Combined
			USD				USD				USD								USD
Revenues
Administrative services fees-a related party			50,446				-				-								50,446
Fintech services fees - algorithm and big data			3,025,275				-				-								3,025,275
Fintech services fees - blockchain			23,177				-				-								23,177
Project research fees			64,148				-				-								64,148
Interest income and others			386				1				-								387
Total revenues			3,163,432				1				-								3,163,433
Expenses
(Reversal of) allowance for expected credit loss			(14,335	)			36,763				-								22,428
Amortization of intangible assets			402,527				-				480,112				(a)				882,639
Commissions			408,268				-				-								408,268
Communications and technology			-				20,165				-								20,165
Compensation and benefits			101,002				11,209				-								112,211
Compensation and benefits-related parties			184,065				-				-								184,065
Depreciation			1,471				114				-								1,585
Exchange loss			57,269				-				-								57,269
Interest expenses-a related party			558				-				-								558
IT maintenance fees			184,746				-				-								184,746
Occupancy costs			76,420				-				-								76,420
Professional fees			375,052				-				39,649				(b)				414,701
Professional fees-a related party			23,817				-				-								23,817
Travel and business development			33,405				-				-								33,405
Other administrative expenses			38,698				5,281				-								43,979
Total expenses			1,872,963				73,532				519,761								2,466,256
Income (loss) before income taxes			1,290,469				(73,531	)			(519,761	)							697,177
Provision for income taxes			(289,134	)			-				57,614				(c)				(231,520	)
Net income (loss)			1,001,335				(73,531	)			(462,147	)							465,657
Net income (loss) attributable to:
Shareholders of the Company			1,001,335				(72,724	)			(462,147	)							466,464
Non-controlling interest			-				(807	)			-								(807	)
			1,001,335				(73,531	)			(462,147	)							465,657
Net income per ordinary share
Basic and diluted			0.10												(4)				0.02
Weighted average number of ordinary shares outstanding
Basic and diluted			10,124,830								12,278,340				(4)				22,403,170

See accompanying notes to the unaudited pro forma condensed combined financial information.

5

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Basis of Pro Forma Presentation

The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The Company accounted for the ZentoAI Acquisition using the acquisition method of accounting under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The acquisition method of accounting requires that the purchase price of the acquisition be allocated to the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree using the fair values determined by management as of the acquisition date, with any excess of the purchase price over the fair value of the identifiable net assets acquired recorded as goodwill.

Acquisition-related transaction costs incurred by the Company were expensed as incurred in the periods in which the related services were received.

Note 2. Purchase Consideration and Purchase Price Allocation

Under the acquisition method of accounting, ZentoAI’s identifiable assets acquired, liabilities assumed and non-controlling interest are recorded at their acquisition-date fair values and added to those of the Company. Management determined these fair values and, in doing so, considered in part a valuation report dated September 16, 2026 issued by Valtech Valuation Advisory Limited, an independent valuation firm.

The following table summarizes the components of the purchase consideration and the purchase price allocation used to prepare the pro forma adjustments in the unaudited pro forma condensed combined balance sheet. The allocation combines the acquisition-date fair values of the purchase consideration and the intangible asset acquired with the carrying amounts, which approximate fair value, of ZentoAI’s other assets and liabilities as of March 31, 2026, the date of the unaudited pro forma condensed combined balance sheet. Goodwill as of the acquisition date therefore differs from the amount presented below to the extent that ZentoAI’s net assets changed between March 31, 2026 and the acquisition date.

		USD
Consideration
Fair value of 12,278,340 restricted Class A ordinary shares issued (1)			9,454,322
Cash consideration (2)			1,275,217
Total purchase consideration			10,729,539
Allocation of purchase consideration:
Office equipment			417
Intangible assets (3)			9,602,238
Goodwill			2,430,335
Prepaid expenses			37
Deposits			967,722
Cash			94,650
Amounts due to related parties			(1,121,262	)
Accrued expenses and other liabilities			(93,246	)
Deferred tax liabilities			(1,152,269	)
Non-controlling interest			917
			10,729,539

(1) Represents the fair value of the 12,278,340 Consideration Shares on the acquisition date, measured at the closing price of the Company’s Class A ordinary shares on the Nasdaq Capital Market on September 10, 2026, the last trading day preceding the acquisition date, of $0.770 per share.

(2) Represents cash consideration of HKD10,000,000, translated into U.S. dollars at the rate of HKD7.8418 to $1.00.

(3) The identifiable intangible asset acquired is a contract-based intangible asset, being the rights of ZentoAI and its subsidiaries under a business cooperation agreement (the “Business Cooperation Agreement”), pursuant to which they provide technical support, software licensing, operational solutions and related services to an operating company in the PRC in return for service fees. The Business Cooperation Agreement has an initial term of 10 years and is renewable at the sole election of ZentoAI and its subsidiaries. The estimated useful life of 20 years comprises the initial term and one renewal term, and the intangible asset is amortized on a straight-line basis over that period.

6

		Fair Value				Estimated Useful Life
		USD
Intangible asset acquired
Business Cooperation Agreement			9,602,238			20 years

Note 3. Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information

The pro forma adjustments included in the unaudited pro forma condensed combined financial information are Transaction Accounting Adjustments that depict the accounting for the ZentoAI Acquisition required by U.S. GAAP. The adjustments to the unaudited pro forma condensed combined balance sheet assume that the ZentoAI Acquisition was consummated on March 31, 2026, and the adjustments to the unaudited pro forma condensed combined statements of operations assume that the ZentoAI Acquisition was consummated on October 1, 2024. The tax effects of the pro forma adjustments, if any, are calculated at the statutory tax rates in effect in the relevant jurisdictions during the periods presented.

Adjustments to the unaudited pro forma condensed combined balance sheet as of March 31, 2026

(A)	Reflects the recognition of the identifiable intangible asset acquired at its acquisition-date fair value of $9,602,238 (see Note 2).
(B)	Reflects goodwill of $2,430,335, representing the excess of the purchase consideration and the non-controlling interest over the fair value of the identifiable net assets acquired (see Note 2).
(C)	Reflects the accrual of estimated transaction costs of $45,649, consisting of legal and other professional fees incurred or expected to be incurred in connection with the ZentoAI Acquisition that are not reflected in the Company’s historical balance sheet, of which $39,649 is recognized as a reduction of retained earnings and $6,000, being costs directly attributable to the issuance of the Consideration Shares, is recognized as a reduction of additional paid-in capital.
(D)	Reflects the cash consideration of HKD10,000,000 (equivalent to $1,275,217) for the ZentoAI Acquisition, presented as other payable.
(E)	Reflects the deferred tax liability arising from the difference between the fair value and the tax basis of the intangible asset acquired, calculated at the Macau complementary tax rate of 12%.
(F)	Reflects the elimination of ZentoAI’s historical shareholders’ deficit of $150,765, comprising ordinary shares of $12,399, subscription receivable of $(12,399), accumulated deficit of $(151,433) and accumulated other comprehensive income of $668.
(G)	Reflects the issuance of the 12,278,340 Consideration Shares at their acquisition-date fair value of $0.770 per share, or $9,454,322 in aggregate, of which $12,278 is recognized as par value and $9,442,044 as additional paid-in capital, less share issuance costs of $6,000.

Adjustments to the unaudited pro forma condensed combined statements of operations

(a)	Reflects amortization of the intangible asset acquired on a straight-line basis over its estimated useful life of 20 years (see Note 2), as if the ZentoAI Acquisition had been consummated on October 1, 2024.
(b)	Reflects estimated transaction costs of $39,649, consisting of legal and other professional fees, that are not reflected in the historical statements of operations. These costs are reflected as if incurred on October 1, 2024, the date on which the ZentoAI Acquisition is assumed to have been consummated for purposes of the unaudited pro forma condensed combined statements of operations, and will not recur in the income of the Company beyond 12 months after the ZentoAI Acquisition.
(c)	Reflects the income tax effect of adjustment (a), calculated at the Macau complementary tax rate of 12%.

Note 4. Pro Forma Net (Loss) Income per Share

Pro forma basic and diluted net (loss) income per share is calculated by dividing the pro forma net (loss) income attributable to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding, adjusted to give effect to the issuance of the 12,278,340 Consideration Shares as if they had been outstanding since October 1, 2024. For the six months ended March 31, 2026 and the year ended September 30, 2025, the pro forma weighted average number of ordinary shares outstanding, basic and diluted, was 24,078,525 and 22,403,170, respectively, comprising the Company’s historical weighted average number of ordinary shares outstanding of 11,800,185 and 10,124,830, respectively, and the 12,278,340 Consideration Shares.

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Filing Exhibits & Attachments

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