Regulatory Environment - The company is permitted to present only two years of audited financial statements and related Management's Discussion and Analysis in SEC filings[7]. - The company is exempt from filing quarterly reports on Form 10-Q and providing current reports on Form 8-K, which may limit transparency for investors[64]. - The company faces risks related to potential regulatory changes in China that could impact its ability to conduct business and accept foreign investments[78]. - The PRC government has indicated an intent to increase oversight over overseas offerings and foreign investments, which may significantly hinder the ability to offer Ordinary Shares and could lead to a decline in their value[80]. - The SEC's HFCAA requires that if an auditor is not inspected by the PCAOB for two consecutive years, trading of the issuer's securities may be prohibited on U.S. exchanges[88]. - The PCAOB has determined it is unable to inspect or investigate public accounting firms in Mainland China and Macau due to positions taken by PRC authorities[99]. - The CSRC and PCAOB signed a Statement of Protocol on August 26, 2022, allowing the PCAOB independent discretion for selecting audits for inspection[100]. - The company has not been informed of any requirement to file for a cybersecurity review, but uncertainties exist regarding the interpretation and enforcement of PRC cybersecurity laws[83]. - The company has received all requisite permissions from Macau authorities to operate its businesses, including business registration certificates[84]. - The company does not expect the Revised Review Measures to materially impact its business or operations[83]. - The potential for changes in PRC laws and regulations could rapidly affect the company's operations and ability to offer securities[86]. - The PCAOB has secured complete access to inspect registered public accounting firms in mainland China and Macau, but future access may be obstructed, potentially leading to delisting of the company's securities[101]. - The Accelerating Holding Foreign Companies Accountable Act mandates that if an issuer's auditor is not subject to PCAOB inspections for two consecutive years, its securities may be prohibited from trading on U.S. exchanges[102]. Financial Performance and Risks - The company does not intend to pay dividends in the near future, which may affect investor returns[75]. - The company may rely on dividends from subsidiaries to fund operations, and any limitations on these payments could adversely affect business[71]. - The company’s financial condition and results of operations could be adversely affected by fluctuations in exchange rates and economic volatility in Macau and China[69]. - Economic conditions in Macau and China are sensitive to global economic conditions, and a prolonged slowdown may negatively impact client confidence and business operations[109]. - The company is exposed to risks associated with customer concentration and dependence on related parties, which could impact revenue stability[69]. - Revenues from the top 5 customers accounted for 98.4% and 95.8% of total revenues for the financial years ended 2025 and 2024, respectively, indicating significant customer concentration risk[131]. - Two clients, Jiangxi Zongjia Haotian Technology Company Ltd. and Jiangxi Muhe Business Services Co., Ltd., accounted for 70.0% of revenues as of September 30, 2025, further highlighting dependence on a limited customer base[131]. - The company is subject to various Macau laws and regulations, including those related to data security and anti-monopoly, which may impact business operations[115][119]. - The company faces significant risks due to prolonged economic downturns, which could adversely affect its business and financial condition[158]. - The performance of the company's consultation services is highly unpredictable and dependent on market conditions and client demands[162]. - The financial condition of clients may deteriorate, leading to slow fee settlements and adversely affecting the company's cash flows[169]. - The company is subject to risks associated with pressure on service fees, which may decrease due to competition or reduced demand[172]. - Economic volatility and market uncertainty may impact demand for industrial properties, potentially affecting revenue streams and profitability[178]. - The company may face scrutiny and negative publicity similar to other U.S.-listed China-based companies, which could harm business operations and reputation[111][112]. Corporate Governance and Structure - The company is classified as a foreign private issuer, allowing it to adopt certain home country governance practices that may provide less protection to shareholders[60]. - The concentration of ownership among directors, officers, and principal shareholders, holding 63.62% of shares, may not align with the interests of other shareholders[193]. - The company is classified as a foreign private issuer, which allows it to follow less detailed reporting requirements compared to U.S. domestic companies[219]. - If the company loses its foreign private issuer status, it would face significant additional legal, accounting, and compliance costs[223]. - The company qualifies as an emerging growth company, allowing it to take advantage of reduced reporting requirements, including exemptions from certain auditor attestation requirements[224]. - The company may not comply with new or revised financial accounting standards until a private company is required to do so, potentially affecting comparability with other public companies[225]. - The board of directors has complete discretion regarding dividend distribution, subject to Cayman Islands law[202]. - Shareholders have limited rights to inspect corporate records under Cayman Islands law, which may hinder their ability to gather necessary information[216]. - The company’s corporate governance practices may differ significantly from Nasdaq standards, potentially affording less protection to shareholders[221]. - There is uncertainty regarding the enforcement of U.S. court judgments in the Cayman Islands and Macau, which could complicate legal recourse for investors[204][205]. Business Strategy and Development - The company plans to develop proprietary fintech solutions and platforms, potentially integrated with AI, through its subsidiary LFT[134]. - By September 30, 2025, LFT had entered into business agreements with four clients to provide ongoing fintech services[151]. - The company has employed two additional technical staff since June 2024 to enhance its fintech development capabilities[151]. - The company is considering future acquisitions and joint ventures as part of its growth strategy, which may introduce new risks and liabilities[152]. - The company has not registered some of its proprietary technology as trademarks or patents, which may adversely affect its business if others claim similar rights[139]. - The company anticipates increased costs related to compliance with Sarbanes-Oxley and SEC regulations after becoming a public company[227]. Market Conditions and Economic Factors - The total investment in real estate development in mainland China was RMB 10,028 billion (US$1,383 billion) in 2024, a decrease of 10.6% compared to the previous year[159]. - Investment in residential housing in mainland China was RMB 7,604 billion (US$1,049 billion), down by 10.5% YoY[159]. - The average unit price per square meter of residential units in Macau decreased by 9% to MOP 84,838 (US$10,605) compared to 2023[159]. - The number of industrial park consultation projects completed by the company dropped to 1 for the year ended September 30, 2025, down from 8 projects in the previous year[164]. - The average prices per square meter for office spaces and industrial units in Macau decreased by 21.7% and 16.9% respectively in 2024[159]. - The company charges approximately one month's rent as a service fee for rental properties and around 2% of the property sales revenue for properties sold[178]. - Fluctuations in interest rates, inflation, or currency exchange rates may impact investment decisions, potentially reducing viable prospects for the company's services[178]. - The market price of the company's Ordinary Shares may be volatile and could decline regardless of operating performance[229]. Currency and Credit Risks - The company is exposed to currency risk due to fluctuations in exchange rates, particularly between MOP and CNY[690]. - The company has not used any instruments or derivatives to manage or hedge its currency risk exposure[692]. - A 1% appreciation of CNY against MOP would increase revenue by US$30,485, while a 1% depreciation would decrease revenue by the same amount[691]. - As of September 30, 2025, the company had receivables from major customers accounting for 96% of total revenue, with Customer A contributing 51%[697]. - The company has not experienced any losses in bank accounts and believes it is not exposed to significant credit risk on cash maintained with banks in Macau[694]. - The allowance for credit losses as of September 30, 2025, was US$7,059, down from US$21,449 in 2024[695].

Core Viewpoint - Zenta Group Company Limited successfully completed its initial public offering (IPO) with the full exercise of the over-allotment option, raising a total of $6.9 million from the sale of 1,725,000 ordinary shares at a price of $4.00 per share [1]. Group 1: Offering Details - The underwriters exercised their over-allotment option to purchase an additional 225,000 ordinary shares, resulting in additional gross proceeds of $900,000 [1]. - The total number of ordinary shares sold in the offering increased to 1,725,000, with gross proceeds reaching $6.9 million before deductions [1]. - The closing of the over-allotment option occurred on October 8, 2025, and the shares began trading on the Nasdaq Capital Market under the symbol "ZGM" on September 9, 2025 [1]. Group 2: Company Background - Zenta Group Company Limited, founded in 2019, is a diversified consulting and fintech solutions provider based in Macau [5]. - The company offers industrial park consultation, business investment consultation, and fintech products and services, primarily targeting clients from China's Greater Bay Area [5]. - Zenta Group aims to strengthen its consultation services while expanding its fintech footprint, focusing on strategic growth [5].

Core Viewpoint - Zenta Group Company Limited has successfully completed its initial public offering, raising a total of $6 million by offering 1,500,000 ordinary shares at a price of $4.00 per share, with plans to utilize the proceeds for business expansion and development in various regions [1][3]. Group 1: Offering Details - The initial public offering consisted of 1,500,000 ordinary shares priced at $4.00 each, resulting in gross proceeds of $6 million before expenses [1]. - The underwriters have a 45-day option to purchase an additional 225,000 shares to cover over-allotments at the initial offering price [2]. - The shares began trading on the Nasdaq Capital Market under the symbol "ZGM" on September 9, 2025 [2]. Group 2: Use of Proceeds - Proceeds from the offering will be allocated towards business growth in Macau, Hong Kong, and Southeast Asia, development of the fintech business, brand development, team expansion, and general corporate purposes [3]. Group 3: Company Background - Zenta Group Company Limited, founded in 2019, is a diversified consulting and fintech solutions provider based in Macau, focusing on industrial park consultation, business investment consultation, and fintech products and services [7]. - The company primarily serves clients from China's Greater Bay Area, assisting them in navigating commercial project approvals and accessing fintech solutions [7].

Group 1 - The core point of the article is that ZGM.US, a Chinese fintech product provider, raised $6 million by issuing 1.5 million shares at a price of $4 each, which is at the lower end of the $4 to $5 price range [1] - ZGM.US began trading on NASDAQ on September 9, experiencing a significant drop of 20% at one point, ultimately closing down 7.75% at $3.69 [1] - The company, based in Macau, initially focused on industrial park and commercial investment consulting services but has shifted towards fintech, which is expected to account for a substantial portion of its revenue in fiscal year 2024 [1] Group 2 - ZGM.US's fintech business includes selling platforms for analyzing customer credit risk and consumer behavior, as well as acting as an intermediary distributor for fintech products from its supplier Guo Yan [1] - Cathay Securities served as the exclusive underwriter for this IPO transaction [1]

Core Viewpoint - Daoyuan Group (ZGM.US), a Chinese fintech product provider, raised $6 million by issuing 1.5 million shares at $4 each, which is at the lower end of the $4 to $5 price range [1] Company Overview - Daoyuan Group is a professional service provider based in Macau, initially focused on industrial park and commercial investment consulting services [1] - The company began developing its fintech business in the second half of 2023, which is expected to account for a significant portion of its revenue in fiscal year 2024 [1] Financial Technology Business - Daoyuan Group's fintech offerings include platforms for analyzing customer credit risk and consumer behavior [1] - The company acts as an intermediary distributor for fintech products from its supplier, Guo Yan [1] IPO Details - The company's common stock started trading on NASDAQ on September 9, experiencing a significant drop of 20% at one point, ultimately closing down 7.75% at $3.69 [1] - Cathay Securities served as the exclusive underwriter for this IPO transaction [1]

Core Insights - Zenta Group Company Limited successfully went public on NASDAQ with an IPO price of $4 per share, raising a total of $6 million by issuing 1.5 million shares. The stock opened at $4.35 but closed at $3.69, reflecting a decline of 7.75% on its first trading day, with a total market capitalization of $42.74 million [1][3]. Company Overview - Zenta Group is a professional service provider specializing in industrial park consulting and commercial investment consulting. The company has recently expanded into the fintech sector, which now constitutes a significant portion of its revenue [3][9]. - The fintech business of Zenta Group is divided into two main segments: a platform for analyzing customer credit risk and consumer behavior, and acting as an intermediary distributor for fintech products [3]. Financial Performance - For the fiscal years ending September 30, 2023, and 2024, Zenta Group reported revenues of $863,000 and $2.031 million, respectively. Net profit increased from $419,000 to $799,000 during the same period [9]. - In the fiscal year 2024, fintech service fees (including algorithms and big data) accounted for 67.6% of total revenue, highlighting its importance as the primary revenue source for the company [9].

Group 1 - Zenta Group Company Limited successfully listed on NASDAQ under the ticker symbol ZGM on September 9, 2025, raising $6 million by issuing 1.5 million shares at an offering price of $4 per share [2][4] - The company filed a confidential registration statement with the SEC on May 3, 2024, and publicly disclosed its prospectus on January 6, 2025 [2] - As of the first trading day, ZGM closed at $3.69 per share, down 7.75%, with a market capitalization of approximately $42.74 million [13] Group 2 - Founded in 2019, Zenta Group is a diversified consulting and fintech solutions provider based in Macau, focusing on industrial park consulting, business investment consulting, and fintech products and services [4] - The company primarily supports clients from the Greater Bay Area of China, assisting them with project approvals, equity investment opportunities, and access to fintech solutions [4] - Zenta Group aims for strategic growth by enhancing its consulting services while continuously expanding its footprint in the fintech sector [4]

Core Viewpoint - Zenta Group Company Limited has announced its initial public offering (IPO) of 1,500,000 ordinary shares at a price of $4.00 per share, aiming for total gross proceeds of $6,000,000, with trading expected to commence on September 9, 2025 under the ticker symbol "ZGM" [1][2]. Group 1: Offering Details - The IPO is priced at $4.00 per share, with total gross proceeds anticipated to be $6,000,000 before expenses [1]. - The company has granted underwriters a 45-day option to purchase an additional 225,000 shares to cover over-allotments [1]. - The offering is being conducted on a firm commitment basis and is expected to close around September 10, 2025, pending customary closing conditions [2]. Group 2: Use of Proceeds - Proceeds from the offering will be utilized for business growth in Macau, Hong Kong, and Southeast Asia, development of the fintech business, brand development, team expansion, and general corporate purposes [2]. Group 3: Company Background - Zenta Group Company Limited, founded in 2019, is a diversified consulting and fintech solutions provider based in Macau, focusing on industrial park consultation, business investment consultation, and fintech products and services [6]. - The company primarily serves clients from China's Greater Bay Area, assisting them in navigating commercial project approvals and accessing fintech solutions [6].

As filed with the Securities and Exchange Commission on August 7, 2025. Registration Statement No. 333-284140 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zenta Group Company Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 8742 Not Applicable (State or other jurisdiction of incorporation or organization) (P ...

As filed with the Securities and Exchange Commission on July 24, 2025. Registration Statement No. 333-284140 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zenta Group Company Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 8742 Not Applicable (State or other jurisdiction of incorporation or organization) (Pr ...