Zenta Group Company Limited filed a Form 6-K with the SEC on October 29, 2026, disclosing post-acquisition share capital figures, a 12-to-1 share consolidation approved on September 30, 2026, a business update on ZentoAI's customer pipeline, a strategic re-alignment toward AI and data solutions, and a memorandum of understanding for a proposed additional acquisition.

Key Highlights

  • Acquisition completed September 11, 2026: The company acquired 100% of the equity interests in ZentoAI Intelligent Technology Company Limited, paying HKD10,000,000 in cash and issuing 12,278,340 Class A ordinary shares to the selling shareholders.
  • Post-acquisition share count: Following closing, the company reported 24,087,179 total ordinary shares outstanding, comprising 17,719,499 Class A and 6,367,680 Class B ordinary shares.
  • Non-affiliate public float: The aggregate market value of common equity held by non-affiliates was approximately US$19.4 million, calculated using 10,716,816 Class A ordinary shares at a per-share price of US$1.81, the closing price on September 18, 2026, on a pre-consolidation basis.
  • 12-to-1 share consolidation approved: Shareholders approved the consolidation of all Class A and Class B ordinary shares on a 12-to-1 basis at an extraordinary general meeting on September 30, 2026, changing par value from US$0.001 to US$0.012 per share; the consolidation had not yet become market-effective on Nasdaq as of the filing date.
  • ZentoAI pipeline disruption disclosed: The company disclosed that certain prospective customer engagements had been cancelled or suspended indefinitely, and that no binding customer orders or commitments formed part of ZentoAI's then-current customer pipeline, while noting the existing Business Cooperation Agreement, under which ZentoAI commenced receiving fixed monthly service fees in July 2026, remained in effect.
  • MOU signed for proposed additional acquisition: On October 16, 2026, ZentoAI entered into a memorandum of understanding relating to a proposed acquisition of a controlling interest in a privately held digital technology services company in mainland China; the MOU does not obligate either party to complete the transaction.

Zenta Group Reports Share Capital, Consolidation, and ZentoAI Developments Following September Acquisition

According to the Form 6-K filed on October 29, 2026, Zenta Group Company Limited (NASDAQ:ZTG) completed its acquisition of ZentoAI Intelligent Technology Company Limited on September 11, 2026. As consideration, the filing states the company paid HKD10,000,000 in cash and issued 12,278,340 Class A ordinary shares to ZentoAI's selling shareholders. Following the closing, the company reported total issued and outstanding ordinary shares of 24,087,179, split between 17,719,499 Class A shares and 6,367,680 Class B shares.

The filing further reported that shareholders approved a 12-to-1 share consolidation at an extraordinary general meeting on September 30, 2026, consolidating every 12 shares of par value US$0.001 each into one share of par value US$0.012. The authorized share capital structure changed accordingly, with Class A shares reduced from 1,000,000,000 to 83,333,334 and Class B shares reduced from 20,000,000 to 1,666,667. The company disclosed that while the consolidation took effect under Cayman Islands law on September 30, 2026, it "has not yet become market-effective on Nasdaq for trading purposes" as of the filing date, and Class A shares would continue to trade on a pre-consolidation basis in the interim.

On the ZentoAI business front, the filing disclosed that a September 24, 2026 press release had reported certain prospective customer engagements being cancelled or suspended indefinitely. The company clarified that these prospective engagements were separate from ZentoAI's existing Business Cooperation Agreement, which remained in effect and under which ZentoAI began receiving fixed monthly service fees in July 2026. The filing also noted the company continues to evaluate the potential financial reporting implications of those developments, including possible effects on the carrying amounts of goodwill and intangible assets. Separately, on October 13, 2026, the board approved a strategic re-alignment toward artificial intelligence and data solutions, and on October 16, 2026, ZentoAI signed a binding MOU for a proposed acquisition of a controlling interest in a privately held digital technology services company in mainland China, with consideration potentially consisting of cash and/or newly issued equity securities.

What Was Disclosed

The Form 6-K for the month of October 2026 disclosed Zenta Group's post-acquisition share capital, a 12-to-1 share consolidation effective September 30, 2026, disruptions to ZentoAI's prospective customer pipeline, a board-approved AI strategic re-alignment, and a non-binding MOU for a further proposed acquisition in mainland China.