Important — read first. This document is an independent review of Zenta Group Company Limited based solely on publicly available information — SEC filings (EDGAR, CIK 2011458), company disclosures, and third-party market data. Its purpose is to set out, in one place, a set of objectively unusual financial, structural, and market characteristics; to distinguish clearly between what the public record establishes and what it does not; and to identify specific questions a sophisticated investor may reasonably wish to pursue. It is not investment advice and not a recommendation to buy, sell, or short any security. Throughout, we separate four levels of statement: Fact (what a filing or data source discloses), Observation (what can be seen by comparing disclosures), Question (what an investor may reasonably want to clarify), and Interpretation (our analytical assessment, identified as such). Where the record is silent we say so, rather than filling the gap by inference. Nothing here alleges fraud, market manipulation, or unlawful conduct by the Company, its officers, its shareholders, or its counterparties; every transaction discussed was disclosed by the Company in its own filings.

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Executive Summary

Zenta Group Company Limited is a Cayman Islands holding company for a small, Macau-based consulting and financial-technology business. It listed on the Nasdaq Capital Market on September 9, 2025 at US$4.00 per share and reported nine full-time employees in its most recent annual report. Over the review period the Company disclosed a series of transactions and structural features that are each individually permissible and disclosed, but that in combination present several areas an investor may reasonably wish to examine more closely.

The principal observations below are drawn from the Company's own filings. For each, we state the fact and figure, note why it may matter, and identify what the public record does not resolve.

Several of these features are common among early-stage, founder-controlled, cross-border issuers, and the Company also presents constructive elements — full-year FY2025 profitability, a primary offering with no insider selling, and, per its filings, collected concentration receivables (see "Balanced Evidence"). Considered together, the disclosed economics and structure, in our assessment, warrant elevated diligence and clarification on specific items — not any particular trading conclusion. What the record does not establish is set out under "Balanced Evidence".

Sources: SEC Form 20-F (FY2025, CIK 2011458); Form 6-K (H1 FY2026, filed August 14, 2026); Form 424B4 (September 9, 2025); market data via stockanalysis.com (as of August 26, 2026).

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Company Overview

Structure and listing. Zenta Group Company Limited is incorporated in the Cayman Islands and operates through subsidiaries based in Macau. Its ordinary shares are listed on the Nasdaq Capital Market and began trading on September 9, 2025 following an initial public offering at US$4.00 per share. The Company reports as a foreign private issuer (FPI), filing annual reports on Form 20-F and interim disclosures on Form 6-K. The ticker was changed from "ZGM" to "ZTG" in April 2026.

Operating scale. The FY2025 annual report states the Company had nine full-time employees and a single leased office. Its three operating subsidiaries were, per the filings, acquired as previously dormant entities for a nominal amount (approximately US$12,500 each).

Business evolution. The Company's revenue base shifted materially over a short period. In FY2023 it reported approximately US$863,000 of consulting and brokerage fees. A financial-technology line described as "algorithm and big data" services launched in January 2024 and, per the FY2025 20-F, grew to approximately 70.5% of revenue in FY2024 and 95.6% in FY2025, while the legacy consulting and brokerage lines declined toward zero.

Revenue sources and concentration. The Company's disclosed revenue is concentrated among a small number of customers and is sourced substantially through a single principal supplier, with a large majority denominated in Chinese yuan (CNY). These concentration features are examined under "Revenue Quality & Business Concentration".

Sources: Form 424B4 (September 9, 2025); Form 20-F (FY2025); Form 6-K (ticker change, April 14, 2026).

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IPO and Use of Proceeds

The Company completed its IPO in September 2025. The offering was 100% primary (the Company sold newly issued shares; no selling shareholders participated per the prospectus).

Stated use of proceeds. The prospectus indicated approximately 40% toward developing the fintech business, ~20% regional growth, ~10% brand and team, with the balance to working capital, and stated that management retained "significant flexibility and discretion." The FY2025 20-F (Item 14.E) states that the proceeds used through fiscal year-end did not go, directly or indirectly, to directors, officers, 10% holders, or affiliates.

The prepaid contractual balance. The Company discloses a prepaid-expense balance that grew substantially over the period:

• Amount: US$7,145 (September 30, 2024) → US$3,856,570 (September 30, 2025) → US$4,136,815 (March 31, 2026), a majority classified as non-current.
• Nature: described as prepaid marketing, consultancy, and professional fees "paid upfront under contracts with terms generally ranging from one to five years," amortizing to approximately FY2030/31.
• Counterparties: not named in the filings reviewed.
• Relative size: at March 31, 2026 the balance was approximately 3.6× half-year revenue and materially larger than the Company's cash position.

Questions for investors

1. What services are being provided under these prepaid contracts, and by whom?
2. How were the counterparties selected, and are any related to the Company or its insiders?
3. What is the expected economic return or benefit to the Company?
4. What portion of the prepaid balance has been recognized as expense to date?
5. What evidence of delivery or performance exists at the reporting date?
6. Are the arrangements cancellable or refundable, and on what terms?

Sources: Form 424B4 (September 9, 2025); Form 6-K (offering closing, September 11 and October 9, 2025); Form 20-F (FY2025), Item 14.E and prepaid-expense notes.

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Recent Interim Results

The Company's most recent interim disclosure provides an updated view of its near-term operating trajectory.

• Fact. The Form 6-K filed August 14, 2026 reports H1 FY2026 (six months ended March 31, 2026) revenue of approximately US$1.15 million, down approximately 40% year on year, and a net loss of US$777,940 — compared with net income of approximately US$1.0 million for full-year FY2025.
• Observation. The interim period reflects lower revenue and a swing from profit to loss relative to the prior full year, with professional fees a significant component of operating costs.
• Question. What are the drivers of the revenue decline and the interim loss, and does management expect the trend to continue, stabilize, or reverse over the remainder of the fiscal year?
• Interpretation. A single interim period is not necessarily indicative of the full-year outcome, and the Company was profitable in FY2025. The near-term revenue and earnings trajectory is, in our assessment, a matter to monitor rather than a conclusion about the business.

Separately, the Company discloses a refundable, unsecured, non-interest-bearing "good-faith deposit" (US$1,020,850 at March 31, 2026) paid to ZentoAI Company Limited, an entity it identifies as controlled by the CEO, in connection with a potential acquisition; the filings do not name the target or provide a timeline, and the August 14, 2026 subsequent-events note reports no update. The arrangement is disclosed and refundable; investors may nonetheless wish to seek clarification on the target, valuation, funding, and approval process.

Sources: Form 6-K (H1 FY2026, August 14, 2026); Form 20-F (FY2025), related-party and subsequent-events notes.

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Revenue Quality & Business Concentration

The Company's reported revenue is highly concentrated among a small number of customers, and is sourced substantially through a single principal supplier. This section presents the disclosed concentration and the risks it creates, without drawing conclusions the record does not support.

Customer concentration

• FY2025: the largest customer represented approximately 51% of revenue and 61% of receivables; the top four customers together represented approximately 96% of revenue and 100% of receivables.
• H1 FY2026: two customers represented approximately 81% of revenue.
• Currency and geography: approximately 96% of FY2025 revenue was denominated in CNY; the Company's principal tax charge is PRC withholding tax (US$309,649 in FY2025), while its Macau subsidiaries accumulate tax losses. The revenue is therefore substantially cross-border in character.

Supplier concentration and business transition

The prospectus describes the fintech business as originating by supplying products offered by a single supplier on a commission basis. The Company subsequently disclosed a purchase of fintech platforms and AI models from that supplier for US$1,158,243 (August 2024). The exhibit index reflects client agreements dated January 15, 2024 and supplier agreements dated February 26, 2024.

• Fact. Per the exhibit index, the dated client agreements precede the dated supplier agreements by approximately six weeks.
• Observation. The sequence is unusual relative to a conventional resale model, in which supply arrangements typically precede or accompany customer commitments.
• Question. What explains the sequencing of the agreements, and how are the supplier and customer relationships structured relative to one another?
• Interpretation. The dating is a documentation feature that invites clarification. The public record reviewed does not establish that the transactions were circular or non-substantive, and we do not characterize them as such.

Four customers accounted for approximately 96% of FY2025 revenue and 100% of receivables, sourced substantially through one principal supplier. The largest customer alone was ≈ 51% of FY2025 revenue; three further customers together with the largest ≈ 96%. This describes disclosed concentration; it does not imply any circular arrangement.

Why concentration matters. Revenue concentrated in a few customers and a single supplier creates customer-dependency risk, contract-renewal risk, counterparty risk, potential revenue volatility, and working-capital sensitivity. The durability, contract length, and pricing terms of these relationships are not fully detailed in the filings reviewed, and are appropriate subjects for further diligence.

Sources: Form 20-F (FY2025), customer/supplier concentration and tax notes; Form 424B4 (September 9, 2025) and exhibit index; Form 6-K (H1 FY2026).

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Financial Analysis

Audited FY2025 (Form 20-F, year ended September 30, 2025) and unaudited H1 FY2026 (Form 6-K, six months ended March 31, 2026).

The prepaid contractual balance increased from US$7,145 (September 30, 2024) to US$3.86M (September 30, 2025) and approximately US$4.14M (March 31, 2026), while cash declined from US$1.04M to US$159,299 over the same six months, and the CEO-affiliated acquisition deposit grew from US$0.71M to US$1.02M. Figures are as disclosed by the Company.

Earnings versus cash generation

• Fact. For FY2025 the Company reported net income of approximately US$1.0M and operating cash flow of approximately −US$3.66M.
• Observation. Reported profitability did not translate into positive operating cash generation during FY2025. The principal balance-sheet movements over the period are the increase in prepaid contracts and the related-party deposit, together with the decline in cash from US$1.04M to US$159,299.
• Question. What are the drivers of the difference between reported earnings and operating cash flow, and what is management's liquidity plan given the current cash position relative to operating cash usage?
• Interpretation. The difference between reported net income and operating cash flow warrants attention because it indicates that FY2025 earnings did not convert to operating cash. This is an earnings-quality and liquidity consideration; it does not, on the record reviewed, indicate insolvency, and management's disclosure references "financial support from our related parties and major shareholders."

At March 31, 2026 the Company held US$159,299 of cash against a half-year operating outflow of approximately US$1.14M, while carrying approximately US$4.1M of longer-dated prepaid contracts and a US$1.02M refundable deposit. Liquidity and the recoverability of the prepaid balances are, in our assessment, the most significant near-term financial questions.

Sources: Form 20-F (FY2025) statements of operations, cash flows, and balance sheet; Form 6-K (H1 FY2026, August 14, 2026).

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Accounting & Disclosure Questions

One item in the reviewed filings is reported at materially different amounts in two documents.

• Fact. A December 2025 model/technology upgrade is disclosed at US$192,735 (MOP 1,545,000) in the FY2025 20-F and at US$701,835 (MOP 5,665,000) in the subsequent interim 6-K. Separately, the related blockchain system is disclosed at a cost of US$212,008 (July 2025), with lifetime blockchain revenue across three periods totaling US$82,079, including zero in H1 FY2026.
• Observation. The two figures for the upgrade differ by approximately 3.7×. The materials reviewed do not contain a reconciliation between them.
• Question. Can the difference between the amounts reported in the respective filings be reconciled, and does it reflect scope changes, timing, currency, or classification differences?
• Interpretation. The difference between the amounts reported in the respective filings is not fully reconciled in the materials reviewed and therefore warrants clarification. Possible explanations — presented only as possibilities — include a change in the scope or phase of the contract between reporting dates, a distinction between an initial and a total contract value, or a classification difference. We do not characterize this as an accounting irregularity.

Sources: Form 20-F (FY2025), intangible-asset notes; Form 6-K (H1 FY2026, August 14, 2026).

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Corporate Governance & Control

In December 2025 the Company reorganized its share capital and voting structure. The features below are disclosed and lawful; they are relevant to how future capital-raising, dilution, and governance decisions may be made.

Voting versus economics after the December 2025 recapitalization (Form 6-K, January 5, 2026): a block of 6,367,680 shares was converted into Class B shares carrying 50 votes each, corresponding to approximately 98% of aggregate voting power on roughly 54% of the economics. Authorized capital was increased to approximately 1.02 billion shares against ~11.8M outstanding.

Practical implications. The dual-class structure provides the controlling shareholder with substantially greater voting power relative to economic ownership, which is relevant when assessing future capital-raising and corporate-governance decisions. The large authorized-share capacity and the standing reverse-split authority provide flexibility that investors may wish to monitor. None of these features indicates that dilution or a reverse split will occur; they describe the range of actions available to the Company.

Sources: Form 6-K (January 5, 2026, EGM results); Form 20-F (FY2025) share-capital and governance disclosures; SEC Forms 3 (March 2026).

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Auditor Change

The Company changed its independent registered public accounting firm shortly after listing. The sequence below is presented objectively.

• Original auditor: WWC, P.C. (California).
• Date of change: approximately October 24, 2025, about six weeks after the IPO closed (disclosed via Form 6-K on November 12, 2025).
• Replacement auditor: a Malaysia-based firm (WSJ & Partners).
• Stated reason: no specific reason was stated in the disclosure reviewed.
• Disagreements: the filing reviewed indicated no reported disagreements, and the predecessor auditor's Exhibit 16.1 letter concurred that there were no disagreements.

Context. A change of auditor is a routine corporate event and is not, by itself, evidence of a problem. It is noted here as a governance-diligence item, particularly given its timing relative to the IPO and the change to a smaller, non-U.S. firm for a cross-border issuer. The available filing indicated no reported disagreement between the Company and the predecessor auditor.

Sources: Form 6-K (November 12, 2025) and Exhibit 16.1 letter.

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Unusual Share-Price and Trading-Volume Activity

During 2026 the shares experienced an unusually rapid increase followed by a substantial decline over a relatively short period. The chronology and figures below are drawn from third-party market data and the Company's own disclosure.

Chronology

• September 2025 – April 2026. Following a first-day close of ~US$3.69, the shares drifted to approximately US$1.09 intraday by early April 2026.
• June 8–10, 2026. Trading volume rose sharply (reported ~12.4M shares against typical volumes below 50,000), with an intraday high near US$4.43, followed by a decline. No company filing or news identified in the record accompanied the move.
• July 29 – August 12, 2026. The shares rose from approximately US$2.72 to an intraday high of US$12.25 on August 12 — an increase of roughly 350% over about ten trading sessions — without a corresponding company disclosure identified in the record.
• August 7, 2026. The Company filed a Form 6-K stating it was not aware of any undisclosed material information explaining the unusual market activity.
• August 17–21, 2026. The shares declined on successive sessions (reported daily declines of approximately −66.7%, −40.7%, and −32.9%), reaching an intraday low of US$0.75 on August 20 — a peak-to-trough decline of approximately 92%.
• August 25–26, 2026. The shares closed at approximately US$1.02 (August 25) and US$1.01 (August 26); the two closes on August 21 and 24 were below US$1.00.

Context, clearly labeled as such. The combination of a low public float, limited analyst coverage, and a large, rapid price move followed by a near-complete retracement is a pattern that has drawn regulatory and litigation attention across small-capitalization issuers generally. This is context, not a finding about ZTG. No enforcement action, litigation, or promotional campaign naming the Company was identified in the sources reviewed. The two sub-US$1.00 closes do not, by themselves, commence a Nasdaq minimum-bid-price deficiency, but continued closes below US$1.00 could make the minimum-bid-price requirement a relevant consideration; the Company holds a standing reverse-split authorization (see "Corporate Governance & Control").

Sources: Market data via Yahoo Finance, TradingView, stockanalysis.com (as of August 26, 2026); Form 6-K (August 7, 2026). Intraday figures not independently tick-verified.

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Balanced Evidence — What the Record Does Not Show

Consistent with the objective of this review, the following points cut against a negative reading and are reported in full. Their inclusion reflects that this review is not written toward a predetermined conclusion.

• No insider selling identified in connection with the IPO. The offering was 100% primary, with no selling shareholders and no concurrent resale registration identified.
• No pre-IPO dividends identified in the filings reviewed (FY2023–FY2025).
• No litigation located naming the Company in the sources reviewed as of the report date.
• No SEC enforcement action located in the sources reviewed.
• No Nasdaq deficiency notice located as of the report date (though continued sub-US$1.00 closes could make the minimum-bid-price standard relevant).
• No direct promotional campaign identified — no specific paid-promotion, newsletter, or coordinated-messaging trail tied to the Company was located.
• Receivables reportedly collected — the FY2025 20-F states the concentration customers' balances had been collected by the report date, and accounts receivable declined in FY2025.
• Auditor change disclosed with no reported disagreement, supported by the predecessor auditor's Exhibit 16.1 letter.

Sources: Form 424B4 (September 9, 2025); Form 20-F (FY2025); Form 6-K (November 12, 2025); public-record searches as of the report date.

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Investor Attention Matrix

"Investor attention level" reflects this review's assessment of where additional diligence may be most warranted. It is not a rating of the security and does not imply any conclusion about misconduct.

Sources: as cited in the corresponding sections above.

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Overall Assessment: Elevated Investor Due-Diligence Risk

Based on the disclosures reviewed, Zenta Group presents a combination of characteristics that, in our assessment, warrant elevated investor due diligence: a small operating scale, a concentrated revenue base and single principal supplier, significant longer-dated prepaid balances, a limited cash position alongside a softer recent revenue and earnings trajectory, a concentrated dual-class voting structure with substantial authorized-share capacity, and an unusually volatile trading history.

These considerations should be weighed against constructive elements that are also disclosed: the Company reported full-year FY2025 profitability, completed a primary offering with no insider selling, paid no pre-IPO dividends, and — per its filings — collected its concentration receivables. The assessment reflects the combination of open questions rather than any single item.

Important qualification. The presence of these factors does not, by itself, establish misconduct, misrepresentation, market manipulation, or unlawful conduct. Rather, they identify areas where investors and other market participants may reasonably seek additional information before forming a view. Each factor is individually disclosed and, on its own, may have an ordinary explanation; it is the combination and the open questions that support an elevated-diligence assessment.

Basis: synthesis of the sections above, each sourced to the Company's SEC filings and third-party market data.

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Key Questions for Management

The following are offered as requests for clarification, not as assertions. They summarize the principal items an investor or counterparty may reasonably wish to raise.

1. Who are the counterparties to the major prepaid contracts, and are any related to the Company or its insiders?
2. What specific services are covered by those contracts, and over what delivery schedule?
3. What portion of the ~US$4.1M prepaid balance has been recognized as expense to date?
4. What is the expected economic return or benefit from these prepaid arrangements?
5. What is the current status of the proposed acquisition associated with the ZentoAI deposit?
6. What is the identity of the proposed acquisition target?
7. What valuation methodology and independent-review process apply to that transaction?
8. What is the intended funding source for any such acquisition?
9. What accounts for the increase in customer concentration, and what is the duration of the major customer contracts?
10. What are the terms of the relationship with the principal supplier, and how substitutable is it?
11. What is the current status of the blockchain / AI-model investment and its economic contribution?
12. Can the difference between the US$192,735 and US$701,835 upgrade figures be reconciled?
13. What were the specific reasons for the change in auditor?
14. What is management's current liquidity plan given the cash position and operating cash usage?
15. Does management expect to raise additional capital, and if so, in what form?
16. How does management intend to address the Nasdaq minimum-bid-price requirement should it become applicable?
17. Has management identified any explanation for the recent trading and volume activity?
18. Has the Company engaged any external market adviser or investor-relations firm recently?
19. What are the Company's plans regarding the large authorized-share capacity?
20. How does management intend to safeguard minority-shareholder interests under the dual-class structure?

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Conclusion

Zenta Group presents a combination of characteristics that warrant elevated investor diligence, particularly given its small operating scale, concentrated revenue base, significant longer-dated prepaid balances, limited cash position, softer recent interim results, concentrated voting structure, and unusually volatile trading history. Each of these items is disclosed in the Company's own filings, and each may have an ordinary explanation. The Company also reported full-year FY2025 profitability and continues to operate in a growing area of financial technology.

At the same time, the public record reviewed does not establish fraud, market manipulation, or unlawful conduct. It does not identify who traded the shares during the August 2026 period, nor does it attribute the price movement to any person or coordinated activity. Material counter-evidence — a primary offering with no insider selling, no pre-IPO dividends, collected receivables, and an auditor change with no reported disagreement — is set out under "Balanced Evidence".

Bottom line. Investors and counterparties should approach the Company with heightened due diligence and seek clarification on the matters identified in this report, in particular the prepaid contractual arrangements, the related-party acquisition deposit, revenue concentration and durability, liquidity, and the corporate-governance structure. The purpose of this review is to enable such diligence, not to recommend any action with respect to the security.

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Sources

1. SEC EDGAR — Zenta Group Company Limited, CIK 0002011458 (filing index).
2. Form 424B4 — IPO prospectus (September 9, 2025): offering mechanics, use of proceeds, supplier/customer disclosure, share-transfer footnotes.
3. Form 20-F — FY2025 (year ended September 30, 2025): audited financials, Item 14.E use of proceeds, prepaid-expense and related-party notes, customer/supplier concentration, auditor-change disclosure.
4. Form 6-K — selected: IPO closing (September 11 and October 9, 2025); auditor change (November 12, 2025); December 2025 EGM results including share-capital and voting changes (January 5, 2026); ticker change (April 14, 2026); market-activity statement (August 7, 2026); H1 FY2026 interim results (August 14, 2026).
5. SEC Forms 3 — initial statements of beneficial ownership (March 2026).
6. Market data — price, volume, 52-week range, market capitalization, shares outstanding: stockanalysis.com (independently corroborated as of August 26, 2026), Nasdaq, Yahoo Finance, TradingView.

Figures are subject to data-source, rounding, period, and currency-translation differences (USD / HKD / MOP / CNY; the Company's September fiscal year). Intraday price points and certain volume figures are drawn from third-party providers and are not independently tick-verified. Items expressly identified as "not found" or "not independently verified" are presented as open diligence threads, not conclusions.

Disclaimer. This document is an independent, public-record review prepared for informational, analytical, and educational purposes only, based solely on publicly available information. It is not investment, legal, accounting, or tax advice, and is not an offer, solicitation, or recommendation to buy, sell, hold, or short any security. Nothing in this document should be relied upon as a basis for any investment decision. All statements reflect the author's analysis of public sources believed to be accurate as of the report date, including SEC filings, company disclosures, and third-party market-data providers. The document distinguishes between fact (what a filing or data source discloses), observation (what can be seen by comparing disclosures), question (what an investor may reasonably clarify), and interpretation (the author's assessment, identified as such). Nothing in this document alleges that Zenta Group Company Limited, its officers, its shareholders, or its counterparties engaged in fraud, market manipulation, or any unlawful conduct. Every transaction discussed was disclosed by the Company in its own SEC filings. No evidence was identified in the sources reviewed tying any person to the August 2026 trading activity, and the Company has stated it was aware of no undisclosed material information explaining that activity. Where the record is silent, the absence is stated rather than filled by inference; certain items are expressly identified as unverified. The author has not independently audited the Company, holds no material non-public information, and may be incorrect. Readers must conduct their own due diligence and consult appropriately licensed professionals before acting. The author undertakes no obligation to update this document.