Zeta Network Group 20-F for FY2025
Zeta Network Group (ZNB)
About this 20-F
Zeta Network Group filed this 20-F on November 12, 2025, covering the fiscal year ended June 30, 2025 (FY2025).
Headline figures
Fiscal year ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.73M
- up 208.3% from $2.83M a year earlier
- Net loss
- $43M
- compared with a net loss of $26.86M a year earlier
- Diluted EPS
- -$111.67
- compared with -$1,763.56 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report:
For the transition period from _________ to _____________.
Commission file number:
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Executive Officer
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: As of June 30, 2025, there were
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well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the
registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement Item the registrant has elected to follow: ☐ Item 17 ☐ Item 18
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐
Yes
ZETA NETWORK GROUP
FORM 20-F ANNUAL REPORT
TABLE OF CONTENTS
i
INTRODUCTORY NOTE
Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to:
| ● | “we,” “us,” “our,” or “the Company,” refers to Zeta Network Group, a Cayman Islands exempted company, its predecessor entities and its subsidiaries; |
| ● | “CACM” refers to CACM Group NY, Inc. |
| ● | “China” or “PRC” refers to People’s Republic of China, and for the purpose of this annual report, excludes Taiwan, Hong Kong and Macau; |
| ● | “Color Metaverse” refers to Color Metaverse Pte. Ltd.; |
| ● | “Color World” refers to the ColorWorld Metaverse platform; |
| ● | “HK$” refers to Hong Kong dollars, the lawful currency of Hong Kong; |
| ● | “Hong Kong” or “HK” or “Hong Kong S.A.R.” refers to the Hong Kong Special Administrative Region of the PRC; |
| ● | “RMB” or “Renminbi” refers to the legal currency of China and “$,” “dollars,” “US$” or “U.S. dollars” refers to the legal currency of the United States. |
Our financial statements are expressed in U.S. dollars, which is our reporting currency. Certain of our financial data in this annual report on Form 20-F is translated into U.S. dollars solely for the reader’s convenience. We make no representation that any Renminbi, Hong Kong dollars or U.S. dollar amounts could have been, or could be, converted into U.S. dollars, Hong Kong dollars, or Renminbi, as the case may be, at any particular rate, at the rate stated above, or at all.
ii
FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.
These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, and the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based or the success of our business. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings “Risk Factors”, “Operating and Financial Review and Prospects,” and elsewhere in this report.
iii
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3. KEY INFORMATION
3.A. Reserved
3.B. Capitalization and Indebtedness
Not Applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not Applicable.
3.D. Risk Factors
An investment in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all other information contained in this annual report, including the matters discussed under the headings “Forward-Looking Statements” and “Operating and Financial Review and Prospects” before you decide to invest in our ordinary shares. We are a holding company with substantial operations in Singapore and are subject to a legal and regulatory environment that in many respects differs from the United States. If any of the following risks, or any other risks and uncertainties that are not presently foreseeable to us, actually occur, our business, financial condition, results of operations, liquidity and our future growth prospects could be materially and adversely affected.
Risks Related to Our Business and Industry
We have a limited operating history with our current business model, which makes it difficult to predict our prospects and our business and financial performance.
We have a short operating history with our current business model focusing on providing online entertainment performances, online education services, metaverse services and products, and cryptocurrency mining. We transitioned from a concrete business company into online entertainment and education in 2020, expanded into the metaverse industry in January 2022 and began cryptocurrency mining in April 2025. Our limited history of operating under the current business model may not serve as an adequate basis for evaluating our prospect and operating results, including gross billings, net revenues, cash flows and operating margins. We have encountered, and may continue to encounter in the future, risks, challenges and uncertainties associated with operating in compound industries including entertainment, education, metaverse and cryptocurrency mining, such as building and managing reliable and secure IT systems and infrastructure, addressing regulatory compliance and uncertainty, engaging, training and retaining high quality employees. If we do not manage these risks successfully, our operating and financial results may differ materially from our expectations and our business and financial performance may suffer.
1
Our Bitcoin treasury strategy exposes us to various risks, including risks associated with Bitcoin.
Bitcoin is a highly volatile asset that has traded below $50,000 per Bitcoin and above $111,000 per Bitcoin in the past 12 months. The trading price of Bitcoin significantly decreased during prior periods, and such declines may occur again in the future. Our Bitcoin holdings are expected to impact our financial results and the market price of our listed securities.
We expect that a large portion of our assets will be concentrated in our Bitcoin holdings. The concentration of our assets in Bitcoin limits our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets. Our Bitcoin treasury strategy has not been tested over an extended period of time or under different market conditions. We are continually examining the risks and rewards of our strategy to acquire and hold Bitcoin. This strategy has not been tested over an extended period of time or under different market conditions. For example, although we believe Bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of Bitcoin declined in recent periods during which the inflation rate increased. If Bitcoin prices were to decline or our Bitcoin treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.
We will be subject to counterparty risks, including in particular risks relating to our custodians. Although we expect to implement various measures that are designed to mitigate our counterparty risks, such as storing substantially all of the Bitcoin we own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodian-held Bitcoin is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodian-held Bitcoin were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such Bitcoin, or delaying or hindering our access to our Bitcoin holdings, and this may ultimately result in the loss of the value related to some or all of such Bitcoin, which could have a material adverse effect on our financial condition as well as the market price of our listed securities.
The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of Bitcoin. A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry in recent years have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our Bitcoin, nor have such events adversely impacted our access to our Bitcoin, they have, in the short-term, likely negatively impacted the adoption rate and use of Bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of Bitcoin, limit the availability to us of financing collateralized by Bitcoin, or create or expose additional counterparty risks.
The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.
2
Our operating results will be dependent on the price of digital assets and Bitcoin. If such price declines, our business, operating results, and financial condition would be adversely affected.
Any declines in the volume of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may adversely affect our operating results. As part of our Bitcoin treasury strategy, we will have significant investments in Bitcoin and Bitcoin-related assets. Our operating results will be impacted by the revenues and profits we generate from the purchase, sale, and trading of Bitcoin and financial contracts linked to Bitcoin. The price of digital assets and associated demand for buying, selling, and trading of digital assets have historically been subject to significant volatility. For instance, in 2017 and 2021, the value of certain digital assets, including Bitcoin, experienced steep increases in value, followed by steep declines in 2018 and 2022. After recovering from the 2018 decline and reaching record highs in December 2021, the value of the total crypto market cap declined by approximately 64% in the twelve months ended December 31, 2022. The collapse of several companies in the digital asset industry such as Celsius, Voyager and FTX impacted digital assets prices in 2022 and the majority of 2023. We believe that the approval and launch of spot-based Bitcoin ETFs in the U.S. in the first quarter of 2024 and the election of President Donald Trump in the fourth quarter of 2024 drove up the crypto market capitalization again in 2024, but the crypto market generally declined in the first quarter of 2025. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, and may significantly decline in the future, without recovery. Such uncertainty and volatility depend on a number of factors, including:
| ● | market conditions across the cryptoeconomy; |
| ● | changes in liquidity, volume, and trading activities; |
| ● | trading activities on digital asset trading platforms worldwide, many of which may be unregulated, and may include manipulative activities; |
| ● | investment and trading activities of highly active retail and institutional users, speculators, miners, and investors; |
| ● | the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all; |
| ● | decreased user and investor confidence in digital assets and digital asset trading platforms; |
| ● | negative publicity and events relating to the cryptoeconomy; |
| ● | unpredictable social media coverage or “trending” of digital assets; |
| ● | the ability for digital assets to meet user and investor demands; |
| ● | the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications; |
| ● | consumer preferences and perceived value of digital assets and digital asset markets; |
| ● | increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or other characteristics; |
| ● | regulatory (including enforcement) or legislative changes and updates affecting the cryptoeconomy; |
| ● | the characterization of digital assets under the laws of various jurisdictions around the world; |
| ● | the maintenance, troubleshooting, and development of the blockchain networks underlying digital assets, including by miners, validators, and developers worldwide; |
3
| ● | the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently; |
| ● | ongoing technological viability and security of digital assets and their associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability; |
| ● | fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset trading platforms; |
| ● | financial strength of market participants; |
| ● | the availability and cost of funding and capital; |
| ● | the liquidity of digital asset trading platforms; |
| ● | interruptions in service from or failures of major digital asset trading platforms; |
| ● | availability of an active derivatives market for various digital assets; |
| ● | availability of banking and payment services to support cryptocurrency-related projects; |
| ● | level of interest rates and inflation; |
| ● | monetary policies of governments, trade restrictions, and fiat currency devaluations; and |
| ● | national and international economic and political conditions. |
There is no assurance that any digital asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the price of digital assets or the demand for trading digital assets decline, our business, operating results, and financial condition could be adversely affected.
The availability of spot ETPs for Bitcoin and other digital assets may adversely affect the market price of our listed securities.
Although Bitcoin and other digital assets have experienced a surge of investor attention since Bitcoin was invented in 2008, until recently investors in the United States had limited means to gain direct exposure to Bitcoin through traditional investment channels, and instead generally were only able to hold Bitcoin through “hosted” wallets provided by digital asset service providers or through “unhosted” wallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital assets, general lack of familiarity with the processes needed to hold Bitcoin directly, as well as the potential reluctance of financial planners and advisers to recommend direct Bitcoin holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to Bitcoin through investment vehicles that hold Bitcoin and issue shares representing fractional undivided interests in their underlying Bitcoin holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the relative scarcity of traditional investment vehicles providing investment exposure to Bitcoin.
On January 10, 2024, the SEC approved the listing and trading of spot Bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading volume of $4.6 billion on the first trading day. To the extent investors view our Class A Ordinary Shares as providing exposure to Bitcoin, it is possible that the value of our Class A Ordinary Shares may be influenced by the trading activity and performance of these spot Bitcoin ETPs. Additionally, on May 23, 2024, the SEC approved rule changes permitting the listing and trading of spot ETPs that invest in ether, the main crypto asset supporting the Ethereum blockchain. The approved spot ETPs commenced trading directly to the public on July 23, 2024. The listing and trading of spot ETPs for ether offers investors another alternative to gain exposure to digital assets, which could result in a decline in the trading price of Bitcoin as well as a decline in the value of our Class A Ordinary Shares relative to the value of our Bitcoin.
4
Although we are an operating metaverse company, and we believe we offer a differentiated value proposition that combines our metaverse operations with Bitcoin treasury exposure, investors may nevertheless view our securities primarily as a Bitcoin investment vehicle. They may choose to invest in alternative Bitcoin products for various reasons, including: (i) preference for “pure play” Bitcoin exposure without operational business risks; (ii) different tax treatment or regulatory structure; (iii) enhanced liquidity or trading characteristics; (iv) lower fees or expense ratios; or (v) different levels of transparency regarding Bitcoin holdings and net asset value calculations.
Unlike dedicated Bitcoin investment vehicles, we do not seek to track the value of Bitcoin or provide daily transparency regarding our Bitcoin holdings. If our combined business model is viewed favorably relative to pure Bitcoin exposure, our securities may trade at a premium. These valuation dynamics may increase the volatility of our share price and could result in our securities underperforming both our underlying Bitcoin holdings and our operational business performance.
Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to our securities. Based on how we are viewed in the market relative to ETPs, and other vehicles which offer economic exposure to Bitcoin, such as Bitcoin futures exchange-traded funds (“ETFs”), leveraged Bitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount in our Class A Ordinary Shares relative to the value of our Bitcoin holdings may increase or decrease in different market conditions.
As a result of the foregoing factors, availability of spot ETPs for Bitcoin and other digital assets could have a material adverse effect on the market price of our listed securities.
The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of Bitcoin and adversely affect our business.
As a result of our Bitcoin treasury strategy, our assets are concentrated in our Bitcoin holdings. Accordingly, the emergence or growth of digital assets other than Bitcoin may have a material adverse effect on our financial condition. As of the date of this prospectus, Bitcoin is the largest digital asset by market capitalization. However, there are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets could gain market share relative to Bitcoin.
Other alternative digital assets that compete with Bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to Bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms. As of March 31, 2025, two of the seven largest digital assets by market capitalization were U.S. dollar-pegged stablecoins.
Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s CBDC project was made available to consumers in January 2022, and governments including the United States, the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, Bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of Bitcoin to decrease, which could have a material adverse effect on our business, prospects, financial condition, and operating results.
5
Regulatory change reclassifying that Bitcoin is offered and sold as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of Bitcoin and the market price of our listed securities.
Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940 (the “Investment Company Act”), a company generally will be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
A significant portion of our assets are concentrated in our Bitcoin holdings. While senior SEC officials have stated their view that Bitcoin is not offered and sold as a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our Bitcoin treasury strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business.
In addition, if Bitcoin is determined to be offered and sold as a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of Bitcoin and in turn adversely affect the market price of our listed securities.
We may require additional capital, including to fund potential acquisitions and capital expenditures, which may not be available on terms acceptable to us or at all and which depends on many factors beyond our control.
To support our growing business, we must have sufficient capital. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing stockholders may experience dilution. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. Any refinancing of our indebtedness could be at significantly higher interest rates, require additional restrictive financial and operational covenants, or require us to incur significant transaction fees, issue warrants or other equity securities, or issue convertible securities. These restrictions and covenants may restrict our ability to finance our operations and engage in, expand, or otherwise pursue our business activities and strategies. Our ability to comply with these covenants and restrictions may be affected by events beyond our control, and breaches of these covenants and restrictions could result in a default and an acceleration of our obligations under a debt agreement. If we raise additional funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or our solutions under development, or grant licenses on terms that are not favorable to us, which could lower the economic value of those programs to us.
We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans and operating performance and the condition of the capital markets at the time we seek financing and to an extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot be certain that additional financing will be available to us on favorable terms, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business, financial condition and results of operations could be adversely affected.
Failure to successfully implement our business strategy or effectively respond to changes in market dynamics may cause our future financial results to suffer.
We, from time to time, make significant investments and other decisions in connection with our long-term business development strategy. In order to expand the breadth and depth of our current business, we may enter industries which differ from our current operations and where we have less expertise. If we are not able to successfully implement our business strategies and effectively respond to changes in market dynamics, our future financial results will suffer.
6
Our success relies on the continuing efforts of our senior management team and qualified key personnel, and our business may be harmed if we are unable to retain or motivate them.
Our business operations depend on the continued services of our senior management team and qualified key personnel. Although we have provided different incentives to our senior management team, we cannot assure you that we can continue to retain their services. One or more of our key executives may be unable or unwilling to continue in their present positions. Meanwhile, we have also provided attractive compensation packages to our qualified key personnel. However, we may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for qualified and skilled personnel have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and resources in training our employees, which increases their value to competitors who may seek to recruit them.
If we are unable to retain the services of our senior management team or qualified key personnel, we may not be able to find suitable replacements or may incur significant expenses in finding such replacements, thus our future growth may be constrained, our business may be severely disrupted and our results of operations and financial condition may be materially and adversely affected. In addition, although we have entered into confidentiality and non-competition agreements with our senior management team and qualified key personnel, there is no assurance that any member of our senior management team or any of our qualified key personnel will not join a competitor. In the event that any dispute arises between us, on one hand, and any of our senior management and qualified key personnel, on the other hand, we may have to incur substantial costs and expenses in order to enforce such agreements, or we may be unable to enforce them at all.
We expect to rely heavily on information and technology to operate our existing and future products and services, and any cybersecurity incident or other disruption to our technology infrastructure could result in the loss of critical confidential information or adversely impact our reputation, business or results of operations.
Our ability to attract and retain customers and to compete effectively depends in part upon the satisfactory performance and reliability of our technology network, including the ability to provide features of services that are important to our customers and to protect our confidential business information and the information provided by our customers. We also rely on our technology to maintain and process various operating and financial data that are essential to the day-to-day operation of our business and formulation of our development strategies. Our business operations and growth prospects depend on our ability to maintain and make timely and cost-effective enhancements and upgrades to our technology system and to introduce innovative additions that can meet changing operational needs in future. Therefore, we expect to continue to invest in advanced information technology and any equipment to enhance operational efficiency and reliability as we grow. Accordingly, any errors, defects, disruptions or other performance problems with our IT infrastructure could damage our reputation, decrease user satisfaction and retention, adversely impact our ability to attract new users and expand our service and product offerings, and materially disrupt our operations. If any of these occur, our business operations, reputation and prospects could be harmed.
If our security measures are breached or fail and result in unauthorized disclosure of data by our employees or our third-party agents, we could lose existing subscribers, fail to attract new subscribers and be exposed to protracted and costly litigation.
Maintaining platform security is of critical importance to our subscribers because the platform stores and transmits proprietary and confidential information, which may include sensitive personally identifiable information that may be subject to stringent legal and regulatory obligations. We face an increasing number of threats to our IT infrastructure, including unauthorized activity and access by our employees or third-party agents, system viruses, worms, malicious code and organized cyber-attacks, which could breach our security and disrupt our business. We hope to introduce data security and confidentiality protocols into the cooperation agreements we enter into with third-party sales agents with whom we share prospective subscribers’ contact information. As we expand, we hope to invest in improving our technology security initiatives, information technology risk management and disaster recovery plans to prevent unauthorized access of confidential or sensitive personal information by our employees and third-party sales agents in the process of engaging prospective subscribers.
7
These measures, however, may not be as effective as we anticipate. In addition, there is no assurance that our third-party sales agents will comply with contractual and legal requirements with respect to data privacy when they collect data from our prospective customers. If our security measures are breached or fail as a result of third-party action, employee error, malfeasance or otherwise, we could be subject to liability or our business could be interrupted, potentially over an extended period of time. Any or all of these issues could harm our reputation, adversely affect our ability to attract and enroll prospective subscribers, cause prospective subscribers not to enroll or stay enrolled, or subject us to third-party lawsuits, regulatory fines or other action or liability. Further, any reputational damage resulting from breach of our security measures could create distrust of our company by prospective subscribers or investors. We may be required to expend significant management time and additional resources to protect against the threat of these disruptions and security breaches or to alleviate problems caused by such disruptions or breaches.
Our business, results of operations and financial condition may be adversely affected by global public health epidemics, including the strain of coronavirus known as COVID-19.
Our business could be adversely affected by infectious disease outbreaks, such as the COVID-19 pandemic, which has spread rapidly across the globe, resulting in adverse economic conditions and business disruptions. In reaction to this outbreak, governments worldwide imposed varying degrees of preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders. Since this outbreak, business activities in many countries have been disrupted by a series of emergency quarantine measures.
As a result, our operations in the U.S. have been materially affected. New York, where our U.S. operations are based, was affected by COVID-19, which led to measures taken by the New York government trying to contain the spread of COVID-19, such as reduction on the number of people in gathering and travel restrictions. For the fiscal year ended June 30, 2023, our management does not believe the COVID-19 pandemic had materially adversely affected the Company’s financial condition and operating results because our operations were primarily conducted via online platform and App.
The extent to which COVID-19 negatively impacts our future business cannot be accurately predicted. We believe that the coronavirus outbreak and the measures taken to control it may have a negative impact on not only our business, but economic activities globally. These uncertainties may impede our ability to conduct our daily operations and could materially affect our business, financial condition and results of operations, and as a result affect our stock price and create more volatility.
Our failure to obtain and maintain approvals, licenses or permits in China applicable to our business could have a material adverse impact on our business, financial conditions and results of operations in the future.
As we plan to deliver our courses in live streaming format worldwide, including in China, we may be subject to various regulations by a number of PRC regulatory authorities, such as the SAIC, the Cyberspace Administration of China, the MITT, the National Radio and Television Administration, and the State Council Information Office, the Ministry of Civil Affairs, and the Ministry of Human Resources and Social Welfare. We may be required in the future to obtain additional government approvals, licenses and permits in connection with our operations.
By way of example, depending upon regulatory interpretation, under the current PRC laws and regulations, the provision of our educational content through our electronic platform may be considered “online publishing” and may require us to obtain an Internet Publishing License, which we currently do not have.
As of the date of this annual report, we have not received any notice of warning or been subject to penalties or other disciplinary action from the relevant governmental authorities regarding the lack of any the above-mentioned approvals, licenses or permits. However, we cannot guarantee that the government authorities will not impose any penalties or sanctions on us in the future, which may include warnings, fines, mandates to remedy any violations, confiscation of the gains derived from the services for which approvals, licenses or permits are required, and/or an order to cease to provide such services. In addition, we cannot guarantee that the government will not promulgate new laws and regulations that require additional licenses, permits and/or approvals for the operation of any of our existing or future business. If we are unable to obtain such licenses, permits, or approvals in a timely fashion, we could be subject to penalties and operational disruption and our financial condition and results of operations could be adversely affected.
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We face intense competition which could adversely affect our results of operations and market share.
We operate in a highly competitive and fragmented industry that is sensitive to price, content and quality of service. Some of our competitors may have more financial resources, longer operating histories, larger customer bases and greater brand recognition than we do, or they are controlled or subsidized by foreign governments, which enables them to obtain or raise capital and enter into strategic relationships more easily. We also compete with leading domestic supplier companies based on a number of factors including business model, operational capabilities, cost control and service quality, as well as in-house delivery capabilities to serve their logistics needs and compete with us.
We are also subject to other risks and uncertainties that affect many other businesses, including but not limited to:
| ● | Increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits; |
| ● | The increasing costs of compliance with federal, state and foreign governmental agency mandates; |
| ● | Any impacts on our business resulting from new domestic and international government laws and regulation; |
| ● | Market conditions in the childhood education industry or the economy as a whole; |
| ● | Market acceptance of our new service and growth initiatives; |
| ● | Announcements of the introduction of new products and services by our competitors; |
| ● | The impact of technology developments on our operations and on demand for our products and services; |
| ● | Developments concerning current or future strategic collaborations; and |
| ● | Widespread outbreak of an illness or any other communicable disease, or any other public health crisis such as we are currently experiencing with the COVID-19 pandemic. |
If we are unable to respond to these changing market conditions, our business and financial results may be materially affected.
Our services and software are highly technical and may contain undetected software bugs or vulnerabilities, which could manifest in ways that could seriously harm our reputation and our business.
Our services and software are highly technical and complex. Our services or any other products we may introduce in the future, may contain undetected software bugs, hardware errors, and other vulnerabilities. These bugs and errors can manifest in any number of ways in our products, including through diminished performance, security vulnerabilities, malfunctions, or even permanently disabled products. We have a practice of regularly updating our products and some errors in our products may be discovered only after a product has been used by users, and may in some cases be detected only under certain circumstances or after extended use. Any errors, bugs or other vulnerabilities discovered in our code or backend after release could damage our reputation, drive away users, allow third parties to manipulate or exploit our software (including, for example, providing mobile device users a means to suppress advertisements without payment and gain access to features only available to the ad-supported service), lower revenue and expose us to claims for damages, any of which could seriously harm our business. Additionally, errors, bugs, or other vulnerabilities may-either directly or if exploited by third parties-affect our ability to make accurate royalty payments.
We also could face claims for product liability, tort or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and seriously harm our reputation and our business. In addition, if our liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be seriously harmed.
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We are at risk of attempts at unauthorized access to our services, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results, and financial condition. Unauthorized access to our services may cause us to misstate key performance indicators, which once discovered, corrected, and disclosed, could undermine investor confidence in the integrity of our key performance indicators and could cause our stock price to drop significantly.
We may be impacted by attempts by third parties to manipulate and exploit our software for the purpose of gaining unauthorized access to our service. For example, there might be instances of third parties seeking to provide mobile device users a means to suppress advertisements without payment and gain access to features only available to the ad-supported services. If in the future we fail to successfully detect and address such issues, it may have artificial effects on our key performance indicators, such as content hours, content hours per MAU (Monthly Active User), and MAUs, which underlie, among other things, our contractual obligations with advertisers, as well as harm our relationship with them. This may impact our results of operations, particularly with respect to margins on our ad-supported segment, by increasing our ad-supported cost of revenue without a corresponding increase to our ad-supported revenue, which could seriously harm our business. Additionally, unlike our ad-supported users, individuals using unauthorized versions of our application are unlikely to convert to premium subscribers. Moreover, once we detect and correct such unauthorized access and any key performance indicators it affects, investor confidence in the integrity of our key performance indicators could be undermined. These could have a material adverse impact on our business, operating results and financial condition.
We may be accused of infringing upon intellectual property rights of third parties.
From time to time, we may be in the future subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement and other violations of the trademarks, copyrights, patents and other intellectual property or proprietary rights of third parties.
We may not be able to successfully defend against such claims, which may result in a limitation on our ability to use the intellectual property subject to these claims and also might require us to enter into settlement or license agreements, pay costly damage awards or face an injunction prohibiting us from using the affected intellectual property in connection with our services. Defending ourselves against intellectual property claims, whether they are with or without merit or are determined in our favor, results in costly litigation and may divert the attention of our management and technical personnel from the rest of our business.
In addition, music, Internet, technology, and media companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Many companies in these industries, including many of our competitors, have substantially larger patent and intellectual property portfolios than we do, which could make us a target for litigation as we may not be able to assert counterclaims against parties that sue us for patent, or other intellectual property infringement. In addition, various “non-practicing entities” that own patents and other intellectual property rights often attempt to aggressively assert claims in order to extract value from technology companies. Further, from time to time we may introduce new products and services, including in territories where we currently do not have an offering, which could increase our exposure to patent and other intellectual property claims from competitors and non-practicing entities. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm our business, operating results, and financial condition. If we are forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out of court, or are determined in our favor, we may be required to expend significant time and financial resources on the defense of such claims. Furthermore, an adverse outcome of a dispute may require us to pay significant damages, which may be even greater if we are found to have willfully infringed upon a party’s intellectual property; cease exploiting copyrighted content that we have previously had the ability to exploit; cease using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; indemnify our partners and other third parties; and/or take other actions that may have material effects on our business, operating results, and financial condition.
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Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.
We will rely upon the ability of consumers to access our service through the Internet. Changes in laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws impacting net neutrality, could decrease the demand for our service and increase our cost of doing business. To the extent that network operators implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our subscriber acquisition and retention could be negatively impacted.
The success of our business and operations depends, in part, on the integrity of our systems and infrastructures, as well as affiliate and third-party computer systems, Wi-Fi and other communication systems. System interruption and the lack of integration and redundancy in these systems and infrastructures may have an adverse impact on our business, financial condition and results of operations.
System interruption and the lack of integration and redundancy in the information systems and infrastructures, both of our own systems and other computer systems and of affiliate and third-party software, Wi-Fi and other communications systems service providers on which we rely, may adversely affect our ability to operate websites, process and fulfill transactions, respond to user inquiries and generally maintain cost-efficient operations. Such interruptions could occur by virtue of natural disaster, malicious actions such as hacking or acts of terrorism or war, or human error. In addition, the loss of some or all of certain key personnel could require us to expend additional resources to continue to maintain our software and systems and could subject us to systems interruptions.
Although we maintain up to date information technology systems and network infrastructures for the operation of our businesses, techniques used to gain unauthorized access to private networks are constantly evolving, and we may be unable to anticipate or prevent unauthorized access to our systems and data.
We do not have insurance coverage that is customary and standard for companies of comparable size in comparable industries
As of the date of this annual report, we have not obtained sufficient insurance coverage that is customary and standard for companies of comparable size in comparable industries, such as any liability insurance and insurance for losses and interruptions caused by terrorist attacks, military conflicts, and wars, which could subject us to significant financial losses. The realization of any of these risks could cause a material adverse effect on our business, financial condition, results of operations, and cash flows.
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Risks Related to the Ownership of Our Ordinary Shares
If we fail to comply with the continued listing requirements of Nasdaq, we would face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us.
On September 26, 2024, Nasdaq determined that for the last 10 consecutive business days, from September 12, 2024 to September 25, 2024, the closing bid price of the Company’s ordinary shares has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and considers this matter now closed.
On November 14, 2023, the Nasdaq Listing Qualifications Staff notified the Company that the minimum bid price per share for its ordinary shares has been below $1.00 for a period of 30 consecutive business days and the Company therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2). The notification received had no immediate effect on the listing of the Company’s ordinary shares on Nasdaq.
On December 5, 2024, Nasdaq determined that for the ten consecutive business days from November 15, 2024 to November 29, 2024, the closing bid price of the Company’s ordinary shares was $1.00 per share or higher putting the Company back into compliance with Listing Rule 5550(a)(2).
Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. There can be no assurance that the Company will be able to maintain the compliance with the Nasdaq rules. If we fail to comply with the Bid Price Requirement or any other listing rules when required in the future, we could be subject to suspension and delisting proceedings. If our securities lose their status on The Nasdaq Capital Market, our securities would likely trade in the over-the-counter market. If our securities were to trade on the over-the-counter market, selling our securities could be more difficult because smaller quantities of securities would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced. In addition, in the event our securities are delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our securities, further limiting the liquidity of our securities. These factors could result in lower prices and larger spreads in the bid and ask prices for our securities. Such delisting from The Nasdaq Capital Market and continued or further declines in our share price could also greatly impair our reputation and ability to raise additional necessary capital through equity or debt financing, and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.
The price of our ordinary shares historically has been volatile, which may affect the price at which you could sell the ordinary shares.
Our Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “ZNB.” The market price for the ordinary shares has varied between a high closing price of $1.85 on September 20, 2024 and a low closing price of $0.56 on April 4, 2025 in the 12-month period ended on June 30, 2025. The price herein refers to the closing price after completion of the reverse share split price. This volatility may affect the price at which you could sell the ordinary shares. The ordinary share price are likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including the following:
| ● | variations in our revenues, earnings and cash flows; |
| ● | announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; |
| ● | announcements of new offerings, solutions and expansions by us or our competitors; |
| ● | changes in financial estimates by securities analysts; |
| ● | detrimental adverse publicity about us, our services or our industry; |
| ● | announcements of new regulations, rules or policies relevant for our business; |
| ● | additions or departures of key personnel; |
| ● | release of lockup or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and |
| ● | potential litigation or regulatory investigations. |
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Any of these factors may result in large and sudden changes in the volume and price at which our ordinary shares will trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were to be involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
We do not intend to pay dividends on our ordinary shares for the foreseeable future, but if we intend to do so our holding company structure may limit the payment of dividends to our stockholders.
While we have no current intention of paying dividends, should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions as discussed below. If future dividends are paid in local currencies, fluctuations in the exchange rate for the conversion of local currencies into U.S. dollars may reduce the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.
The governing legislation for the distribution of dividends in Singapore is the Companies Act 1967 of Singapore, or the Companies Act. Under Section 403 of the Companies Act, a Singapore company is only allowed to pay dividends out of profits and there are certain restrictions on the use of profits for the purposes of dividend declaration. Firstly, any profits of a company applied towards the purchase of its shares pursuant to the share buyback provisions under the Companies Act cannot be payable as dividends to the shareholders. However, the foregoing restriction does not apply to any part of the proceeds received by the company from a sale or disposal of its treasury shares where the sums that were utilized to purchase those treasury shares initially came out of profits in the first place. Finally, any gains derived from the sale of treasury shares cannot be payable as dividends to the shareholders of the company.
We may be subject to penny stock regulations and restrictions and you may have difficulty selling our ordinary shares.
The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our ordinary shares becomes a “penny stock”, we may become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.
For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.
There can be no assurance that our ordinary shares will qualify for exemption from the Penny Stock Rule. In any event, even if our ordinary shares were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ordinary shares, the market price for the ordinary shares and trading volume could decline.
The trading market for our ordinary shares will be influenced by research or reports that industry or securities analysts publish about our business. If industry or securities analysts decide to cover us and in the future downgrade our ordinary shares, the market price for our ordinary shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ordinary shares to decline.
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Techniques employed by short sellers may drive down the market price of our ordinary shares.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.
If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations, and any investment in our ordinary shares could be greatly reduced or even rendered worthless.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.
Nasdaq Listing Rules require listed companies to have, among other things, a majority of their board members be independent. As a foreign private issuer, however, we are permitted to, and we may, follow home country practice in lieu of the above requirements, or we may choose to comply with the Nasdaq requirement within one year of listing. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Since a majority of our board of directors will not consist of independent directors, fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, the Nasdaq listing rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. The Nasdaq listing rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. However, we may consider following home country practice in lieu of the requirements under Nasdaq listing rules with respect to certain corporate governance standards which may afford less protection to investors.
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Economic substance legislation of the Cayman Islands may adversely impact us or our operations.
The Cayman Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Organization for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting (“BEPS”) initiative as to offshore structures engaged in certain activities which attract profits without real economic activity. The International Tax Co-operation (Economic Substance) Act, (As Revised) (the “Economic Substance Act”) contains economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities”. We are a Cayman Islands company, so our compliance obligations include filing an annual notification, which needs to state whether the Company is carrying out any relevant activities and if so, whether the Company has satisfied economic substance tests to the extent required under the Economic Substance Act. If the Cayman Islands Tax Information Authority determines that the Company or any of its Cayman Islands subsidiaries has failed to meet the requirements imposed by the Economic Substance Act, the Company may face significant financial penalties, restrictions on the regulation of its business activities and/or may be struck off as a registered entity in the Cayman Islands.
As it is still a relatively new regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may be subject to further clarification and amendments. The Company may need to allocate additional resources to keep updated with these developments, and may have to make changes to its operations in order to comply with all requirements under the Economic Substance Act. Failure to satisfy these requirements may subject the Company to penalties under the Economic Substance Act.
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are governed by our Seventh Amended and Restated Memorandum and Articles of Association, the Companies Act of the Cayman Islands (As Revised) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of our shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to the Company under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
We have been advised by our Cayman Islands legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States or (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the federal securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature.
The Cayman Islands courts will not enforce criminal fines and tax judgments and judgments that are contrary to Cayman Islands public policy. However, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a corporation incorporated in the United States.
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It may be difficult to enforce a U.S. judgment against the Company or our directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.
We are a Cayman Islands exempted company incorporated with limited liability and not all of our assets are located in the United States. In addition, some of our directors and officers reside outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in the Cayman Islands courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, some of whom are not residents of the United States and whose assets may be located outside of the United States. It may be difficult or impossible for you to bring an action against us in the Cayman Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the Cayman Islands would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state and it is uncertain whether such Cayman Islands courts would hear original actions brought in the Cayman Islands against the Company or such persons predicated upon the securities laws of the United States or any state.
ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company
We are an entertainment technology and digital asset finance company combining innovative digital asset and technology strategies with Bitcoin treasury operations. Having previously developed technology and artificial intelligence for the entertainment industry, we are now building a Bitcoin-centric institutional finance platform integrating digital asset treasury management, Bitcoin liquidity aggregation and sustainable Bitcoin mining operations. We primarily provide services through our wholly owned subsidiaries.
Zeta Network Group (formerly known as Color Star Technology Co., Ltd. was founded as an unincorporated business on September 1, 2005, under the name TJS Wood Flooring, Inc., and became a C-corporation in the State of Delaware on February 15, 2007. On April 29, 2008, we changed our name to China Advanced Construction Materials Group, Inc. On December 27, 2018, we consummated a redomicile merger pursuant to which we merged with and into China Advanced Construction Materials Group, Inc., a newly formed Cayman Islands exempted company and the surviving entity in the merger, pursuant to the terms and conditions of an Agreement and Plan of Merger adopted in July 2018. As a result of the merger, we are now governed by the laws of the Cayman Islands.
By special resolution of shareholders dated 28 June 2019, our name was changed from China Advanced Construction Materials Group, Inc. to Huitao Technology Co., Ltd. On July 12, 2019, our Amended and Restated Memorandum and Articles of Association (“2019 Amended and Restated Memorandum and Articles”) was filed with the Registrar of Companies (Cayman Islands) and a Certificate of Incorporation on Change of Name for Huitao Technology Co. Ltd. was issued.
By special resolution of shareholders dated April 27, 2020, our name was changed from Huitao Technology Co., Ltd. to Color Star Technology Co., Ltd. On May 1, 2020, our Amended and Restated Memorandum and Articles of Association (“2020 Amended and Restated Memorandum and Articles”) was filed with the Registrar of Companies (Cayman Islands) and a Certificate of Incorporation on Change of Name to “Color Star Technology Co., Ltd. was issued
On September 3, 2022, Color Metaverse Pte. Ltd., our Singapore subsidiary, entered into a phone purchase agreement with Ziaul Haq for a quantity of 10,000 units of smart phones which shall be paid by the following methods: (i) $2,800,000 by cash and (ii) $2,200,000 to be paid with ordinary shares issued by us. The Share Consideration would be paid to Ziaul Haq at the trading price of the trading day immediately prior to the signing date. As of the date of this annual report, such shares have not been issued yet.
On September 26, 2022, we completed a 40-for-1 reverse share split of our ordinary shares, which was approved by our shareholders on April 11, 2022. As a result of the reverse share split, the number of ordinary shares outstanding was reduced from approximately 261,757,531 to approximately 6,543,938 ordinary shares, subject to rounding up of all fractional shares to the nearest whole share in lieu of such fractional shares. No preference shares were issued and outstanding then and there.
Effective November 1, 2022, we changed the ticker symbol of our ordinary shares traded on the Nasdaq Capital Market from “CSCW” to “ADD” representing our hope that our business will keep growing.
On January 11, 2023, the Company, Color Sky Entertainment Limited, a Hong Kong corporation and the Company’s wholly owned subsidiary, and Tian Jie (the “Purchaser”), entered into a certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase Color Sky in exchange for no consideration. Upon the closing of the transaction contemplated by the Disposition SPA, the Purchaser became the sole shareholder of Color Sky and as a result, assumed all assets and liabilities of Color Sky.
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On March 24, 2023, we held our annual meeting of shareholders, pursuant to which the shareholders of the Company approved the proposal to amend the authorized share capital of the Company from US$32,000,000 divided into 800,000,000 Ordinary Shares with a par value of US$0.04 each; to 700,000,000 Class A Ordinary Shares with a par value of $0.04 each and 100,000,000 Class B Ordinary Shares with a par value of US$0.04 each, in each case having the rights and subject to the restrictions set out in the Fifth Amended and Restated Memorandum of Association and Articles of Association of the Company (the “2023 Amended and Restated Memorandum and Articles”).
On May 19, 2023, the Company entered into a certain concert cooperation agreement (“Agreement”) dated, by and among Rich America Inc., an Ohio corporation, (“Rich America”), Color Star DMCC, a United Arab Emirates corporation (“Color Star”) and the Company. Pursuant to the Agreement, Rich America agreed to have certain music artists represented by Rich America perform at nine concert events organized by Color Star to be held between May 2023 and March 2024 (the “Concerts’) for an aggregate consideration of US$8,000,000, to be paid in 6,400,000 restricted Class A Ordinary Shares, par value $0.04 per share, of the Company.
On December 17, 2023, the Company entered into certain copyright acquisition agreement, by and among Nine Star Parties and Entertainment LLC., an Ohio limited liability company, (“Nine Star”), the Company, and Color Star DMCC, a United Arab Emirates corporation (“Color Star DMCC”) and wholly owned subsidiary of the Company. Pursuant to the Agreement, Nine Star agreed to sell to Color Star DMCC all of Nine Star’s right, title and interests in and to 24 pieces of music works created by Nine Star (the “Works”), for an aggregate consideration of US$7,200,000, to be paid in 24,000,000 restricted Class A Ordinary Shares, par value $0.04 per share, of the Company. The 24,000,000 restricted Class A Ordinary Shares to be issued as consideration to Nine Star are exempt from registration pursuant to Regulation S of the Securities and Exchange Act of 1934. The transaction contemplated by the Copyright Agreement closed on December 19, 2023 when all of the closing conditions in the copyright acquisition agreement were satisfied.
On October 8, 2024, the Company and certain institutional investors (the “Purchasers”) entered into a certain note exchange agreement (the “October Exchange Agreement”), pursuant to which the Purchasers delivered to the Company for cancellation and termination the Initial Notes previously issued by the Company to the Purchasers pursuant to certain securities purchase agreements dated September 27, 2024 (the “SPA”). In exchange, the Company issued to the Purchasers new convertible notes (the “October Notes”) with substantially all of the same terms of the Initial Notes, except that the October Notes shall become convertible into the Company’s Ordinary Shares at the holder’s option, immediately from the date of issuance, in whole or in part, until the October Notes are fully converted.
On November 25, 2024, the Company entered into certain note exchange agreements the Purchasers who are parties to the SPA. Pursuant to the SPA, the Company sold to the Purchasers an initial tranche of senior secured convertible notes in the aggregate principal amount of approximately $7.6 million (the “Initial Notes”), having an original issue discount of 8%, a maturity date twelve months from the date of issuance, bearing an interest rate of 6% per annum, and convertible into Class A Ordinary Shares, and accompanying Series A Warrants to purchase up to an aggregate of 2,853,118 Class A Ordinary Shares, with an exercise price of $1.60 per share (the “Initial Warrants”). The Initial Notes are convertible into Class A Ordinary Shares at the holder’s option, after 45 days from the date of issuance, in whole or in part, until the Initial Note is fully converted, at the lower of (i) $1.60 (“Conversion Price”), or (ii) a price equal to 90% of the lowest VWAP of the Class A Ordinary Shares during the ten (10)-trading day period immediately preceding the applicable conversion date (the “Alternate Conversion Price”).
Under the November Exchange Agreement, the Purchasers agreed to deliver to the Company for cancellation and termination the October Notes previously issued by the Company to the Purchasers pursuant to the October Exchange Agreement. In exchange, the Company will issue to the Purchasers new convertible notes (the “New Notes”) with substantially the same terms of the October Notes, except that a floor price of $25.40, equal to 20% of the closing price of the Company’s Ordinary Shares on the trading day immediately prior to the execution of the SPA (the “Floor Price”), was added to the New Notes. The New Notes are convertible into the Company’s Class A Ordinary Shares at the holder’s option, in whole or in part, until the New Notes are fully converted, at the lower of (i) the Conversion Price, or (ii) a price equal to the greater of (x) the Floor Price and (y) the Alternate Conversion Price.
On January 9, 2025, the Company entered into a copyright acquisition agreement (the “Copyright Agreement”) dated as of January 9, 2025, by and among Nine Star Parties and Entertainment LLC., an Ohio limited liability company (“Nine Star”), the Company, and Color Star DMCC. Pursuant to the Agreement, Nine Star agreed to sell to Color Star DMCC all of Nine Star’s right, title and interests in and to 27 pieces of music works created by Nine Star (the “Works”), for an aggregate consideration of US$8,100,000, to be paid in 2,250,000 restricted Class A Ordinary Shares. The restricted Shares were issued on February 5, 2025. However, the Works were not transferred or assigned to the Company and the Company canceled the 90,000 shares on October 15, 2025. The Company considered these transactions have never taken place as Nine Star did not complete its performance duties of transferring or assigning the copyrights to the Company.
On February 26, 2025, Model Queen entered into a certain purchase and sale agreement with BTC KZ, a company organized under the laws of Kazakhstan, pursuant to which Model Queen shall purchase certain cryptocurrency mining hardware and other equipment from BTC KZ from time to time in separate purchase orders. The parties agreed that the purchase will be made using a combination of US$9,000,000 in cash and US$26,000,000 payable in 16,250,000 restricted Class A Ordinary Shares.
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On July 25, 2025, the Company entered into a series of related agreements with BTC KZ and Ulife Media and Production International Limited (“ULife”), a wholly owned subsidiary of BTC KZ, in connection with the restructuring of the payment of consideration under the February 26, 2025, purchase and sale agreement. As part of this restructuring, the Company entered into a secured term loan agreement with BTC KZ (the “Loan Agreement”) pursuant to which BTC KZ agreed to lend the Company $31,600,000 (the “Loan”). The Loan bears interest at a rate of 5% per annum, matures on July 24, 2028, and is repayable in equal quarterly installments of $2.85 million beginning September 30, 2025. The Company is also required to prepay the outstanding balance of the Loan with at least 50% of the net proceeds from any public or private equity offering. In connection with the Loan, the Company issued a promissory note to BTC KZ in the principal amount of $31,600,000 (the “Note”).
To secure the Company’s obligations under the Loan and the Note, the parties entered into a security agreement granting BTC KZ a first-priority security interest in the Equipment previously acquired under the Purchase Agreement (the Security Agreement”). The Equipment remains hosted in Kazakhstan pursuant to a hosting agreement dated March 20, 2025 between Model Queen and BTC KZ. In addition, the Company, BTC KZ, and ULife entered into a redemption and share cancellation agreement (the “Share Cancellation Agreement”) pursuant to which the share consideration previously issued to ULife was redeemed and cancelled effective as of August 6, 2025. Following such cancellation, ULife relinquished all ownership and rights in the cancelled shares.
On August 13, 2025, the Company entered into securities purchase agreements with certain institutional investors for the purchase and sale of 11,450,000 Class A Ordinary Shares at a purchase price of $0.56 per share, together with warrants to purchase up to 11,450,000 Ordinary Shares (the “Warrants”) at an initial exercise price of $0.56 per share. Gross proceeds, before deducting placement agent fees and other Offering expenses, were approximately $6.4 million. In addition, the Company entered into an agreement with certain existing investors holding Convertible Notes issued by the Company in January 2025 pursuant to which such investors have agreed to waive certain rights in consideration of the Company issuing to such investors approximately 2.9 million additional warrants to purchase Ordinary Shares, identical in all respects to the Warrants issued in the Offering. On September 4, 2025, the Company entered into a Payoff Letter Agreement with each of the holders of the Company’s outstanding convertible issued on January 16, 2025 pursuant to the Securities Purchase Agreement dated September 27, 2024, as amended. Pursuant to the Payoff Letter Agreement, the Company and the Holders agreed to fully and finally settle the remaining outstanding principal balances of the Notes through a one-time conversion into Class A ordinary shares, par value $0.0025 per share, at a fixed conversion price of US$1.15 per share.
On October 7, 2025, the Company entered into a Strategic Partnership Agreement with SOLV Foundation, a multi-chain Bitcoin liquid staking and institutional-grade structured finance platform with $2.5 billion in TVL, powering SolvBTC across Binance, Base and Solana. The partnership underscores the Company’s ambition to establish itself as a Nasdaq-listed leader in Bitcoin-centric digital asset finance.
On October 7, 2025, the Company entered into a securities purchase agreement with certain institutional investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”): (i) 800,000 Class A Ordinary Shares at a purchase price of $1.00 per share; and (ii) pre-funded warrants to purchase up to 14,200,000 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $ 0.9975 per Pre-Funded Warrant. The Company received approximately $15 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses.
On October 15, 2025, the Company entered into a securities purchase agreement with certain investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell to each Purchaser in a private placement offering an aggregate of US$230,837,060 of the Company’s units (the “Units”), each unit consisting of one Class A ordinary share, par value of US$0.0025 per Class A Ordinary Share, and one warrant entitling the Purchaser of a Unit to purchase one Class A Share, at an offering price of $1.7 per Unit. The warrants are immediately exercisable for 60 months after issuance at an exercise price of $2.55 per Share. The gross proceeds of the Offering are payable by 2,000 SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, an on-chain Bitcoin reserve providing institutional mechanisms for the productive use of Bitcoin holdings. The Company received aggregated gross proceeds of US$230,837,060 from the offering.
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4.B. Business Overview
We are an entertainment technology and digital asset finance company combining innovative digital asset and technology strategies with Bitcoin treasury operations. Having previously developed technology and artificial intelligence in the entertainment industry, we are now building a Bitcoin-centric institutional finance platform integrating digital asset treasury management, Bitcoin liquidity aggregation and sustainable Bitcoin mining operations. We primarily provide services through our wholly owned subsidiaries.
We offer efficient computing and crypto asset mining services for our customers, providing compute on demand from third-party operated mining pools, performing hash calculations under short-term spot contracts in exchange for Bitcoin.
After developing experience in artificial intelligence and network technology in the entertainment and metaverse industries, we shifted our focus to digital finance, commencing operations in our cryptocurrency mining business in Kazakhstan in April 2025. We entered into a Strategic Partnership Agreement with SOLV Foundation (“SOLV”), a multi-chain Bitcoin liquid staking and institutional-grade structured finance platform with $2.5 billion in TVL, powering SolvBTC across Binance, Base and Solana. The partnership underscores the Company’s ambition to establish itself as a Nasdaq-listed leader in Bitcoin-centric digital asset finance.
Our Operations
We provided online entertainment performances and online innovative education through our wholly owned subsidiaries, Color Metaverse and CACM. We offered students professional artist training platform featured by exclusive content and live interaction, with the mission of delivering world-class entertainment learning experiences and promoting entertainment exchange with our strong resources and deep connections in industry.
Artist Concerts and Tours
Live music events have been a staple of the Company since its conception, and it also possesses its own ultra-modern concert stage that is capable of large motions in 3 dimensions and has advanced lighting and sound systems. According to PwC, live events revenue will grow at a 9.6% CAGR through to 2027.
The World Boxing Association (“WBA”) Boxing Matches
In the summer of 2023, the Company announced a partnership with the WBA which allowed us to organize WBA-approved boxing competitions. The first match took place in Dubai on the 26th of August 2023, where 6 prolific fighters competed for the WBA gold belt. In addition to the match tickets, the event was also broadcast on international and local television, and livestreamed on various online platforms such as Sina Sports and Tencent QQ Live. According to broadcasters, the competition garnered over 4 million viewers in total.
Cryptocurrency Mining
We launched our cryptocurrency mining business in Kazakhstan in April 2025. Through our strategic partnership with SOLV Foundation, we offer compute on demand, performing hash calculations for our customer’s mining pool.
Our Suppliers and Customers
There were no purchases for the year ended June 30, 2025. For the year ended June 30, 2024, one vendor accounted for 90% of the Company’s total purchases.
For the year ended June 30, 2025, one customer accounted for 100% of the Company’s total sales. For the year ended June 30, 2024, one customer accounted for 94% of the Company’s total sales.
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Sales and Marketing
Marketing Channels
We marketed our course offerings through various online and mobile channels. We placed advertisements and conduct marketing on mainstream social media platforms. At the same time, regarding our online education services, we also generated sales leads from word-of-mouth referrals by our students and parents of students.
Research and Development
Technology and Infrastructure
Technology is the backbone of our highly scalable business model. Our strong technological capabilities enabled us to deliver a superior student experience and facilitate our efficient delivery of on-demand compute. Our technology team, coupled with our proprietary artificial intelligence technology and the growing volume of data generated from our operations, has continued to identify opportunities for improvements in our technology infrastructure and applications.
Intellectual Property
As of the date of this annual report, we have one copyright and one domain name: https://ir.thezetanetwork.com/.
Legal Proceedings
FT Global Capital Inc. (“FTGC”) held a default judgment against the Company in the matter of FT Global Capital, Inc. v. Color Star Technology Co. Ltd., Index No. 651370/2025, Supreme Court of the State of New York, County of New York. FTGC claimed that it was entitled, as the Company’s exclusive placement agent, to receive certain cash and warrants placement agent fees in connection with any public or private offerings, or financing or capital-raising transactions, for a period of twelve months following the execution of Exclusive Placement Agent Agreement, dated September 7, 2024, between the Company and FTGC, and for another twelve-month period following the expiration of the Exclusive Placement Agent Agreement (“Tail Provisions”).
On September 22, 2025 (the “Effective Date”), the Company and FTGC entered into a settlement agreement (the “Settlement Agreement”), pursuant to which the Company and FTGC agreed to resolve their differences and settle their dispute regarding the cash and warrants placement agent fees claimed by FTGC. Under the Settlement Agreement, both parties agreed to settle these claims through i) a cash payment of $450,000 (the “First Cash Payment”), and ii) the issuance of 14,320 of the Company’s Class A ordinary shares (the “Share Issuance”), subject to the Court granting an order authorizing issuance of the securities subject of this paragraph after a hearing pursuant to Section 3(a)(10) of the Securities Act, 15 U.S.C. §77c(a)(10) (the “Section 3(a)(10) Order”).
In the event that the Court does not grant the Section 3(a)(10) Order, the Company shall instead pay FTGC a cash amount of $600,000. In addition, if, at the time of the Share Issuance, the Company’s closing stock price per share (measured as of the trading day immediately prior to the issuance date) is less than $1.36 per share, the Company shall pay FTGC an additional cash amount equal to ($1.36 – such closing price) × the number of shares issued to FTGC (the “True-up Cash Payment”).
The Settlement Agreement shall not be deemed effective until FTGC has received the First Cash Payment and the Share Issuance has been completed. As the date of this report, the Company has not made the First Cash Payment nor completed the Share Issuance. As of June 30, 2025, the Company accrued a payables balance of $642,291 in connection with the Settlements Agreement with FTGC’s claims in connection with the January 2025 financing.
On October 31, 2025, the Company and FTGC entered into an amendment to the Settlement Agreement (“Amendment”), pursuant to which both parties agreed that, upon the Company’s lump-sum payment of $950,000 to FTGC, i) the Settlement Agreement and the Amendment shall be deemed fully satisfied and terminated, ii) the Judgement shall be deemed fully satisfied, iii) FTGC shall withdraw and discharge all enforcement instruments or restraints issued in connection with the Judgment, and iv) FTGC shall cease all collection, enforcement, or restraint activity of any kind related to the Judgment or the Settlement Agreement. The release shall include any claims, defenses, or rights arising from or relating to (i) the Company’s financing occurred on or about October 9, 2025, and (ii) the 12-month period of the exclusive placement agent agreement shall remain unaffected and expressly preserved.
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Regulations
This section the most significant rules and regulations relating to our business activities.
Singapore
Regulations on Dividend Distributions
The governing legislation for the distribution of dividends in Singapore is the Companies Act 1967 of Singapore, or the Companies Act. Under Section 403 of the Companies Act, a Singapore company is only allowed to pay dividends out of profits and there are certain restrictions on the use of profits for the purposes of dividend declaration. Firstly, any profits of a company applied towards the purchase of its shares pursuant to the share buyback provisions under the Companies Act cannot be payable as dividends to the shareholders. However, the foregoing restriction does not apply to any part of the proceeds received by the company from a sale or disposal of its treasury shares where the sums that were utilized to purchase those treasury shares initially came out of profits in the first place. Finally, any gains derived from the sale of treasury shares cannot be payable as dividends to the shareholders of the company.
In addition to complying with the Companies Act, the payment of dividends must also be in accordance with the company’s constitution and the generally acceptable accounting principles in Singapore.
Regulations on Anti-money Laundering and Prevention of Terrorism Financing
The primary anti-money laundering legislation in Singapore is the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, or CDSA, provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment, transfer or retention of such benefits.
The Terrorism (Suppression of Financing) Act 2002 of Singapore, or TSOFA, is the primary legislation for the combating of terrorism financing. It was enacted to give effect to the International Convention for the Suppression of the Financing of Terrorism. Besides criminalizing the laundering of proceeds derived from drug dealing and other serious crimes and terrorism financing, the CDSA also requires suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office and the TSOFA requires information about any property belonging to any terrorist or terrorist entity to be reported to the Commissioner of Police. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability.
Regulations on Competition Laws
The Competition Act 2004 (the “Competition Act”) prohibits anti-competitive practices. Specific prohibited activities include agreements that prevent, restrict or distort competition, abuse of dominance and mergers that substantially lessen competition, whether these take place within or outside of Singapore, so long as they have an impact on a market in Singapore. The Competition and Consumer Commission of Singapore (the “CCCS”) is responsible for administering and enforcing the Competition Act, which covers all industries and sectors unless specifically exempted or excluded. Infringements of the Competition Act can result in financial penalties of up to 10 per cent. of the turnover of the business in Singapore for each year of infringement, up to a maximum of three years. The CCCS also has powers to impose directions requiring infringing undertakings to stop or modify the activity or conduct, or in the case of anti-competitive mergers, to remedy, mitigate or eliminate the adverse effects arising from the merger. For mergers, the CCCS may also consider interim measures to prevent merger parties from taking any action that might prejudice the CCCS’s ability to consider the merger situation further and/or to impose appropriate remedies. Such interim measures may include directions that stop the implementation of the merger, or where the merger has already been implemented, require a merger to be dissolved or modified.
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Kazakhstan
We operate in a complex regulatory environment and expect to be subject to a wide range of laws and regulations enacted by Kazakhstan as well as similar entities in other countries. Other regulatory bodies, governmental or semi-governmental, have shown an interest in regulating or investigating companies engaged in the blockchain or cryptocurrency business.
Kazakhstan started to develop the cryptocurrency industry and promote both blockchain operations and cryptocurrency markets in 2017. On June 25, 2020, the president signed a law that introduced amendments to the regulation of digital technologies and legitimized mining. Such key definitions as “crypto asset”, or cryptocurrency, and “digital mining” were also introduced into the law “On Informatization.”
Under the Law on Digital Assets of the Republic of Kazakhstan, a digital asset refers to property created in digital form and assigned a digital code. This includes items that utilize cryptography and computational tools. It is not considered a currency or legal tender and is instead recorded and secured via the immutability of distributed ledger technology.
According to interpretive provisions issued by the Astana International Financial Centre (AIFC), a digital asset represents value in digital form and has the following characteristics: (1) It can be traded digitally and serve as: a medium of exchange or; a unit of account or; a store of value; (2) It can be exchanged for legal tender but is not issued or backed by any government; (3) It operates solely based on consensus within the digital asset user community; (4) It must be distinguished from legal tender and electronic money.
Regulations may substantially change in the future, and we cannot predict how future regulations will apply to our business, or when they will be effective. As the regulatory and legal environment evolves, we may become subject to new laws and further regulation by Kazakhstan government and other agencies, which may affect mining and other activities.
4.C. Organizational structure
Below is our organizational structure chart as of the date of this annual report.
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4.D. Property, Plants and Equipment
Our U.S. executive offices are located at 80 Broad Street, 5th Floor, New York, NY 10005, where we lease premises of a shared office on a monthly rental basis. We lease our offices from independent third parties. Our cryptocurrency mining machines are hosted and operated by independent third parties.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements that appear in this annual report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.” All amounts included in the fiscal years ended June 30, 2025, 2024 and 2023 (“Annual Financial Statements”) are derived from our audited consolidated financial statements included elsewhere in this annual report. These Annual Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.
5.A. Operating Results
Overview
Summary of Business
We are an entertainment technology and digital asset finance company combining innovative digital asset and technology strategies with Bitcoin treasury operations. Having previously developed technology and artificial intelligence for the entertainment industry, we are now building a Bitcoin-centric institutional finance platform integrating digital asset treasury management, Bitcoin liquidity aggregation and sustainable Bitcoin mining operations. We primarily provide services through our wholly owned subsidiaries.
We launched our online cultural entertainment platform, Color World, globally on September 10, 2020. We used to operate Color World by Color Sky Entertainment Limited, our subsidiary in Hong Kong, which was formerly known as Color China Entertainment Limited. After our internal reallocation of resources, since September 2022, we have operated Color World through Color DMCC, our United Arab Emirate subsidiary, and Color Metaverse, our Singapore subsidiary. It used to be a platform primarily providing celebrity-led education services. The curriculum development created by us includes music, sports, animation, painting and calligraphy, film and television, life skills, etc., covering plenty of aspects of entertainment, sports and culture. At present, we have signed contracts with well-known international artists and more than 50 celebrity teachers have been retained to launch online lectures. In January 2022, Color World was transformed into the current version, a metaverse with “artificial intelligence + celebrity entertainment” as its core features. Since transforming into a metaverse platform, Color World has been inviting many global superstar celebrities to join the platform to expand on the celebrity content by creating more celebrity masterclasses, online virtual performances, celebrity merchandise, games and so on.
However, following an assessment of the platform’s commercial performance and future cash flow prospects, the Company determined that the carrying value of the Color World application was no longer recoverable. Accordingly, the Company has fully impaired the Color World app and its related intangible assets. While the impairment reflects the reduced economic value of the application, the Company continues to explore opportunities to leverage its accumulated technology, AI expertise, and entertainment resources in developing new business initiatives and strategic partnerships within the entertainment technology sector.
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In September 2023, we also began our construction management consulting services business. However, this consulting services business is still in the beginning stage, and we are not certain if this business can be sustained.
In April 2025, we commenced cryptocurrency mining via our wholly-owned subsidiary, Model Queen. We acquired specialized mining equipment and commenced mining activities in the final quarter of the fiscal year, generating initial revenue from this new line of business.
Cryptocurrency mining is subject to significant volatility and risks, including fluctuations in cryptocurrency prices, changes in mining difficulty, energy costs, and regulatory developments. These factors may materially impact the profitability and cash flows associated with the mining operations.
As a nascent segment, we’re actively monitoring operational performance and market conditions, and continues to assess the appropriate capital investment, depreciation policies, and impairment indicators related to its mining equipment. Given the rapidly evolving nature of the cryptocurrency industry, results from mining operations may vary significantly in future periods.
We remain committed to enhancing operational efficiencies and evaluating strategic opportunities to grow our presence in this emerging sector.
Principal Factors Affecting Our Financial Performance
We believe that the following factors will continue to affect our financial performance:
| ● | Experienced Management. Management’s technical knowledge and business relationships give us the ability to collaborate with major record companies, entertainment agencies and teaching experts, which provides us with leverage to expand our recognition, promote our products and attract more students rapidly. If there were to be any significant turnover in our senior management, it could deplete the expertise and knowledge held by our existing senior management team. |
| ● | Innovation Efforts. We strive to produce the most innovative advanced products to the users of our platforms. We entered into technical service contracts with platform developers and program licensees to further improve our products and to better user experience. If our research and development efforts were not sufficient to adapt to the change in technology in the industries, our products might not compete effectively. |
| ● | Market Price of Bitcoin. Our business is heavily dependent on the spot price of bitcoin. The prices of cryptocurrencies, specifically bitcoin, have experienced substantial volatility, which may reflect “bubble” type volatility, meaning that high or low prices may have little or no merit, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting. Bitcoin (as well as other cryptocurrencies) may have value based on various factors, including their acceptance as a means of exchange by consumers and producers, scarcity, and market demand. |
| ● | Regulatory Environment. We operate and plan to operate in a complex and rapidly evolving regulatory environment and expect to be subject to a wide range of laws and regulations enacted by various regulatory bodies. The regulatory environment is subject to potential substantial changes in the future, making it presently impossible to ascertain their application and effect on our business. While we anticipate increased scrutiny from regulators in 2025 and beyond regarding bitcoin mining, the impact of these regulations on our operations remains uncertain. As the legal and regulatory environment continues to evolve, we may be subjected to new laws and regulations enforced by agencies such as the SEC, potentially affecting our mining activities. Furthermore, state and local regulations play a crucial role in determining suitable locations for our mining operations. Key Components of Results of Operations |
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Revenues
We generated revenues from the following services:
Construction Management Consulting Services. We earn revenues from our customer for providing consulting services. Sale of construction management consulting services is accounted for as a single performance obligation which is satisfied at a point in time at the time the services are performed.
Concerts and Entertainment Events. We sell and co-host concerts and entertainment events with our customers. Sale of concerts and entertainment events is accounted for as a single performance obligation which is satisfied at a point in time on the day of the events.
Cryptocurrency Mining. We engage in cryptocurrency mining by providing computing power in a third-party operated mining pools. We provide a service to perform hash calculations for the third-party operated mining pool, which is an output of our ordinary activities. We have identified the third-party mining pool operator as our customer. We enter into a contract with our customer to provide our hash calculations to our customer’s mining pool. The contracts are terminable without penalty at any time by either party, and thus the contract term is shorter than a 24-hour period and the contracts are continuously renewed. We receive non-cash consideration in the form of Bitcoin (“BTC”), fair value of which we measure at 23:59:59 UTC on the date of contract inception using the principal market for BTC. The contract renews continuously throughout the day, and thus the value of the consideration should be assessed continuously throughout the day, and we have concluded to use the 23:59:59 UTC BTC price each day. According to our contract with our customer, daily settlements are made to us by our customer based on the hash calculations provided over the contract periods occurring over a 24-hour period and the payout is made the following day. Our performance is completed over time as our customer obtains control of the contributed hash rate. The performance obligation of hash calculations is fulfilled over time, as opposed to a point in time, because we provide the hash calculations throughout the contract period and our customer simultaneously obtains control of the service and uses it to produce BTC.
Results of Operations
The tables in the following discussion summarize our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements included elsewhere in this press release. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
| For the Years Ended | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenue | $ | 8,726,016 | $ | 2,830,442 | $ | - | ||||||
| Cost of revenue | 8,975,518 | 1,993,400 | - | |||||||||
| Gross (loss) profit | (249,502 | ) | 837,042 | - | ||||||||
| Selling, general and administrative expenses | (5,166,012 | ) | (7,064,066 | ) | (15,017,532 | ) | ||||||
| Allowance for credit losses | (1,105,000 | ) | (16,911,882 | ) | (9,850,811 | ) | ||||||
| Provision for impairment loss on prepayments | (10,535,833 | ) | - | - | ||||||||
| Research and development expenses | - | - | (121,580 | ) | ||||||||
| Stock compensation expense | (1,675,065 | ) | (3,868,649 | ) | (3,493,563 | ) | ||||||
| Impairment loss of intangible assets | (14,626,083 | ) | - | (9,357,062 | ) | |||||||
| Loss from operations | (33,357,495 | ) | (27,007,555 | ) | (37,840,548 | ) | ||||||
| Total other (expense) income, net | (9,643,960 | ) | 143,215 | (9,117 | ) | |||||||
| Loss before provision for income taxes | (43,001,455 | ) | (26,864,340 | ) | (37,849,665 | ) | ||||||
| Provision for income taxes | - | - | - | |||||||||
| Net loss | $ | (43,001,455 | ) | $ | (26,864,340 | ) | $ | (37,849,665 | ) | |||
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Fiscal Year Ended June 30, 2025 Compared to Fiscal Year Ended June 30, 2024
| For the Years Ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Revenue | $ | 8,726,016 | $ | 2,830,442 | $ | 5,895,574 | 208 | % | ||||||||
| Cost of revenue | 8,975,518 | 1,993,400 | $ | 6,982,118 | 350 | % | ||||||||||
| Gross (loss) profit | (249,502 | ) | 837,042 | $ | (1,086,544 | ) | (130 | )% | ||||||||
| Selling, general and administrative expenses | (5,166,012 | ) | (7,064,066 | ) | $ | (1,898,054 | ) | (27 | )% | |||||||
| Allowance for credit losses | (1,105,000 | ) | (16,911,882 | ) | $ | (15,806,882 | ) | (93 | )% | |||||||
| Provision for impairment loss on prepayments | (10,535,833 | ) | - | 10,535,833 | 100 | % | ||||||||||
| Stock compensation expense | (1,675,065 | ) | (3,868,649 | ) | $ | (2,193,584 | ) | (57 | )% | |||||||
| Impairment loss of intangible assets | (14,626,083 | ) | - | $ | 14,626,083 | 100 | % | |||||||||
| Loss from operations | (33,357,495 | ) | (27,007,555 | ) | $ | 6,349,940 | 24 | % | ||||||||
| Total other (expense) income, net | (9,643,960 | ) | 143,215 | $ | (9,787,175 | ) | (6,834 | )% | ||||||||
| Loss before provision for income taxes | (43,001,455 | ) | (26,864,340 | ) | $ | 16,137,115 | 60 | % | ||||||||
| Provision for income taxes | - | - | $ | - | - | % | ||||||||||
| Net loss | $ | (43,001,455 | ) | $ | (26,864,340 | ) | $ | 16,137,115 | 60 | % | ||||||
Revenue. Revenue for the years ended June 30, 2025, increased by 208% to approximately $8.7 million as compared to approximately $2.8 million for the year ended June 30, 2024. During the year ended June 30, 2025, we began our cryptocurrency mining business and generated approximately $8.7 million cryptocurrency mining revenue. There was no revenue from concert and entertainment events or construction management consulting services for the year ended June 30, 2025. During the year ended June 30, 2024, we generated approximately $2.8 million revenue, among which, approximately $2.7 million from sales of concerts and entertainment events and $0.1 million from construction management consulting services. We have organized a few concerts and sports events during the year ended June 30, 2024. In addition, we began our construction management consulting services in September 2023 and such services were immaterial to our operations for the year ended June 30, 2024. There was no cryptocurrency mining revenue for the year ended June 30, 2024.
The following table sets forth components of our revenue for the periods indicated:
| For the Years Ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| Revenue | 2025 | 2024 | Change | Change | ||||||||||||
| Concert and entertainment events | $ | - | $ | 2,722,642 | $ | (2,722,642 | ) | (100 | )% | |||||||
| Construction management consulting services | - | 107,800 | (107,800 | ) | (100 | )% | ||||||||||
| Cryptocurrency mining revenue | 8,726,016 | - | 8,726,016 | 100 | % | |||||||||||
| Total revenue | $ | 8,726,016 | $ | 2,830,442 | $ | 5,895,574 | 208 | % | ||||||||
Cost of Revenue. Cost of revenue for the years ended June 30, 2025, increased by 350% to approximately $9.0 million as compared to approximately $2.0 million for the year ended June 30, 2024. Our cost of cryptocurrency mining revenue was approximately $9.0 million for the year ended June 30, 2025. There were no costs related to concert and entertainment events or construction management consulting services for the year ended June 30, 2025. Our service cost was approximately $2.0 million, among which, approximately $2.0 million from cost of sales of concerts and entertainment events and $14,000 from cost of construction management consulting services for the year ended June 30, 2024. There was no cost of cryptocurrency mining revenue for the year ended June 30, 2024.
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The following table sets forth components of our cost of revenue for the periods indicated:
| For the Years June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| Cost of Revenue | 2025 | 2024 | Change | Change | ||||||||||||
| Concert and entertainment events | $ | - | $ | 1,979,400 | $ | (1,979,400 | ) | (100 | )% | |||||||
| Construction management consulting services | - | 14,000 | (14,000 | ) | (100 | )% | ||||||||||
| Cryptocurrency mining cost | 8,975,518 | - | 8,975,518 | 100 | % | |||||||||||
| Total cost of revenue | $ | 8,975,518 | $ | 1,993,400 | $ | 6,982,118 | 350 | % | ||||||||
Gross (Loss) Profit. We had a gross loss of approximately $0.2 million for the crypto mining and a gross profit of approximately $0.8 million for the concert and entertainment events and construction management consulting services during the years ended June 30, 2025, and 2024, respectively.
Selling, General and Administrative Expenses. Selling, general and administrative expenses mainly consist of advertising and marketing costs, office rent and expenses, depreciation expense, costs associated with staff and support personnel who manage our business activities, and professional fees paid to third parties. We incurred selling, general and administrative expenses of approximately $5.2 million for the year ended June 30, 2025, as compared to approximately $7.1 million for the year ended June 30, 2024, a decrease of approximately $1.9 million.
The decrease was primarily due to approximately $1.8 million decrease in amortization expense of our intangible assets due to the impairment of intangible assets and approximately $0.6 million decrease in payroll, offset by approximately $0.5 million increase in professional fees as we had some acquisition of mining equipment and intangible assets transactions during the year ended June 30, 2025.
Allowance for Credit Losses. Allowance for credit losses were approximately $1.1 million and $16.9 million for the years ended June 30, 2025, and 2024, respectively. The decrease was primarily due to approximately $15.8 million decrease in allowance for credit losses expenses on our aged receivables during the year ended June 30, 2025, as compared to the same period in 2024.
Provision for impairment loss on prepayments. Provision for impairment loss on prepayments were approximately $10.5 million and nil for the years ended June 30, 2025, and 2024, respectively. The increase was primarily due to approximately $10.5 million impairment loss on prepayments for live concert and entertainment productions during the year ended June 30, 2025.
Stock Compensation Expenses. Stock compensation expenses were approximately $1.7 million for the year ended June 30, 2025, as compared to approximately $3.9 million for the year ended June 30, 2024. The decrease was mainly due to the shares that we issued to our consulting service providers were vesting in the year ended June 30, 2024 and the decrease of stock price for the year ended June 30, 2025, which we issued the stock granted to our managements and employees stock with lower fair value of in the year ended June 30, 2025 as compared to the same period in 2024.
Impairment loss of long-lived assets. Impairment loss of long-live assets was $14.6 million for the year ended June 30, 2025, as compared to nil for the year ended June 30, 2024. We determined the copyrights of our self-developed applications and the music performance rights acquired in connection with the development of our online business will no longer be able to generate future cash flows for us. As a result, we fully wrote off the intangible assets and prepaid intangible assets accordingly.
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Loss from Operations. We incurred losses from operations of approximately $33.4 million and approximately $27.0 million for the years ended June 30, 2025, and 2024, respectively. The increase of approximately $6.3 million in losses was primarily due to the reasons previously discussed.
Total Other (Expense) Income, Net. Our total other (expense) income, net, consists of other (expense) income, interest income, amortization of debt issuance costs and finance expense. We had a total other expense, net, of approximately $9.6 million and other income, net, of approximately $0.1 million for the years ended June 30, 2025, and 2024, respectively. The increase of other expenses was primarily due to the increase in the amortization of debt issuance costs of approximately $6.0 million, the increase in finance expense of approximately $3.6 million in connection with the convertible notes that we issued in September and November 2024, and January 2025, the increase of loss on extinguishment of debts of approximately $0.4 million as we paid off or modified our existing convertible notes before their due date offset by the increase of interest income of approximately $0.6 million as we earned interest income from a short-term third party loan during the year ended June 30, 2025.
Provision for Income Taxes. We did not incur income tax expense for the years ended June 30, 2025, and 2024 as we had operating losses.
Net Loss. We incurred a net loss of approximately $43.0 million for the year ended June 30, 2025, as compared to approximately $26.9 million for the year ended June 30, 2024. This change was the result of the combination of the changes as discussed above.
Fiscal Year Ended June 30, 2024 Compared to Fiscal Year Ended June 30, 2023
| For the years ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| 2024 | 2023 | Change | Change | |||||||||||||
| Revenue | $ | 2,830,442 | $ | - | $ | 2,830,442 | 100 | % | ||||||||
| Cost of revenue | 1,993,400 | - | $ | 1,993,400 | 100 | % | ||||||||||
| Gross profit | 837,042 | - | $ | 837,042 | 100 | % | ||||||||||
| Selling, general and administrative expenses | (7,064,066 | ) | (15,017,532 | ) | $ | (7,953,466 | ) | (53 | )% | |||||||
| Provision for expected credit losses | (16,911,882 | ) | (9,850,811 | ) | $ | 7,061,071 | 72 | % | ||||||||
| Research and development expenses | - | (121,580 | ) | $ | (121,580 | ) | (100 | )% | ||||||||
| Stock compensation expense | (3,868,649 | ) | (3,493,563 | ) | $ | 375,086 | 11 | % | ||||||||
| Impairment loss of long-lived assets | - | (9,357,062 | ) | $ | (9,357,062 | ) | (100 | )% | ||||||||
| Loss from operations | (27,007,555 | ) | (37,840,548 | ) | $ | (10,832,993 | ) | (29 | )% | |||||||
| Total other income (expense), net | 143,215 | (9,117 | ) | $ | 152,332 | 1,671 | % | |||||||||
| Loss before provision for income taxes | (26,864,340 | ) | (37,849,665 | ) | $ | (10,985,325 | ) | (29 | )% | |||||||
| Provision for income taxes | - | - | $ | - | - | % | ||||||||||
| Net loss | $ | (26,864,340 | ) | $ | (37,849,665 | ) | $ | (10,985,325 | ) | (29 | )% | |||||
Revenue. During the year ended June 30, 2024, we generated approximately $2.8 million revenue, among which, approximately $2.7 million from sales of concerts and entertainment events and $0.1 million from construction management consulting services. We have organized a few concerts and sports events during the year ended June 30, 2024. In addition, we began our construction management consulting services in September 2023 and such services were immaterial to our operations for the year ended June 30, 2024. There were no such concert and entertainment events and construction management consulting services revenues for the year ended June 30, 2023.
| For the Years Ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| Revenue | 2024 | 2023 | Change | Change | ||||||||||||
| Concert and entertainment events | $ | 2,722,642 | $ | - | $ | 2,722,642 | 100 | % | ||||||||
| Construction management consulting services | 107,800 | - | 107,800 | 100 | % | |||||||||||
| Total Revenue | $ | 2,830,442 | $ | - | $ | 2,830,442 | 100 | % | ||||||||
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Cost of Revenue. Our cost of revenue was approximately $2.0 million, among which, approximately $2.0 million from cost of sales of concerts and entertainment events and $14,000 from cost of construction management consulting services for the year ended June 30, 2024. The increase was mainly attributable to the payments to concert and event organizers and the salary expenses attributable to the construction management consulting services. There was no cost of revenue for the year ended June 30, 2023.
| For the Years Ended June 30, | ||||||||||||||||
| Percentage | ||||||||||||||||
| Cost of Revenue | 2024 | 2023 | Change | Change | ||||||||||||
| Concert and entertainment events | $ | 1,979,400 | $ | - | $ | 1,979,400 | 100 | % | ||||||||
| Construction management consulting services | 14,000 | - | 14,000 | 100 | % | |||||||||||
| Total Cost of Revenue | $ | 1,993,400 | $ | - | $ | 1,993,400 | 100 | % | ||||||||
Gross Profit. We had a gross profit of approximately $0.8 million for the concert and entertainment events and construction management consulting services during the year ended June 30, 2024. No gross profit during the year ended June 30, 2023.
Selling, General and Administrative Expenses. Selling, general and administrative expenses mainly consist of advertising and marketing costs, office rent and expenses, depreciation expense, costs associated with staff and support personnel who manage our business activities, and professional fees paid to third parties. We incurred selling, general and administrative expenses of approximately $7.1 million for the year ended June 30, 2024, as compared to approximately $15.0 million for the year ended June 30, 2023, a decrease of approximately $7.9 million.
The decrease was primarily due to approximately $4.8 million decrease in advertising expenses, approximately $1.7 million decrease in amortization expense of our intangible assets, approximately $0.6 million decrease in payroll, approximately $0.5 million decrease in professional fees and approximately $0.3 million decrease in office and other miscellaneous general and administrative expenses.
Allowance for Credit Losses. Allowance for credit losses were approximately $16.9 million and $9.9 million for the years ended June 30, 2024, and 2023, respectively. The increase was primarily due to approximately $7.0 million increase in allowance for credit losses expenses on our aged other receivables as we cancelled our online concert and one of our live concerts for which we are in the negotiation process with our concert vendors for the potential refunds.
Research and Development Expenses. Research and development expenses consist of costs associated with development of our online platforms. During the years ended June 30, 2024, and 2023, we spent approximately nil and $0.1 million on the development of augmented reality functions in our Color World App and maintaining our online education academy App, Color World internally, respectively.
Stock Compensation Expenses. Stock compensation expenses were approximately $3.9 million for the year ended June 30, 2024, as compared to approximately $3.5 million for the year ended June 30, 2023. The increase was mainly due to the shares that we issued to our consulting service providers were vesting in the year ended June 30, 2024.
Impairment loss of long-lived assets. Impairment loss of long-live assets was nil for the year ended June 30, 2024, as compared to approximately $9.4 million for the year ended June 30, 2023. The decrease was mainly due to the impairment charges to our intangible assets during the year ended June 30, 2023, where we don’t have such charges during the year ended June 30, 2024.
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Loss from Operations. We incurred losses from operations of approximately $27.0 million and approximately $37.8 million for the years ended June 30, 2024, and 2023, respectively. The decrease of approximately $10.8 million in losses was primarily due to the reasons previously discussed.
Total Other Income (Expense), Net. Our total other income (expense), net, consists of other income, interest income and finance expense. We had a total other income, net, of approximately $0.1 million and other expense, net, of approximately $9,000 during the years ended June 30, 2024, and 2023, respectively. The change was mainly due to our sale of three concerts cooperation rights to other concert organizers as we obtained the rights to the concert cooperation but we were not able to organize the events during the committed timeframe. The increase was offset by the increase in the amortization of debt issuance costs of $100,000 and interest expense of approximately $82,000 in connection with the convertible notes payable that we issued in July 2023.
Provision for Income Taxes. We did not incur income tax expense for the years ended June 30, 2024, and 2023 as we had operating losses.
Net Loss. We incurred a net loss of approximately $26.9 million for the year ended June 30, 2024, as compared to a net loss of approximately $37.8 million for the year ended June 30, 2023. This change was the result of the combination of the changes as discussed above.
5.B. Liquidity and Capital Resources
As of June 30, 2025, we had cash and cash equivalents of approximately $1.0 million, which was held by our consolidated entities in the U.S.
In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations.
We have engaged in concerts and entertainment events, construction management consulting services, and cryptocurrency mining. Our business is capital intensive, and equity financing has been utilized to finance our working capital requirements and capital expenditures. Our working capital deficit was approximately $8.8 million as of June 30, 2025, as compared to working capital of approximately $1.4 million as of June 30, 2024.
In addition, we completed several debt financings and received net proceeds of $14.3 million from convertible notes during the year ended June 30, 2025. Furthermore, we completed several securities purchase financing transactions of approximately $6.4 million in August 2025 and $15.0 million in October 2025.
In February 2025, we signed an agreement to purchase certain cryptocurrency mining hardware and other equipment and expect to generate income from the equipment. If we are unable to generate sufficient cash flow within the normal operating cycle of a twelve-month period to pay for our future payment obligations, we may be required to curtail or cease our operations. Management is trying to alleviate the going concern risk through obtaining additional equity financings to support our working capital. However, there is no assurance that management will be successful in their future plans. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The following table provides summary information about our net cash flow for financial statement periods presented in this report:
| For the Years Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net cash used in operating activities | $ | (8,337,201 | ) | $ | (2,780,452 | ) | $ | (7,878,729 | ) | |||
| Net cash used in investing activities | (3,400,000 | ) | - | - | ||||||||
| Net cash provided by financing activities | 12,777,876 | 2,561,197 | 7,245,889 | |||||||||
| Net change in cash and cash equivalents | $ | 1,040,675 | $ | (219,255 | ) | $ | (632,840 | ) | ||||
Principal demands for liquidity are for working capital and general corporate purposes.
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Operating Activities
Net cash used in operating activities totaled approximately $8.3 million for the year ended June 30, 2025, which was mainly due to a net loss of approximately $43.0 million offset by non-cash adjustments to reconcile the net loss to net cash used in operating activities of approximately $14.6 million impairment loss of intangible assets, approximately $2.4 million of amortization of intangible assets, approximately $6.0 million of amortization of debt issuance costs, approximately $10.5 million of provision for impairment loss on prepayments, approximately $1.1 million of allowance for credit losses, approximately $1.7 million of stock compensation expense, approximately $3.0 million of finance expense on convertible notes payable, approximately $2.9 million of depreciation expense, approximately $0.2 million of loss on extinguishment of debts, and approximately $0.1 million of amortization of right of use assets. Net cash from changes in operating assets and liabilities resulted in a net cash outflow, which consists of the increase of accounts receivable of approximately $2.2 million as we commenced cryptocurrency mining in April 2025 and had USDT receivable as of June 30, 2025, the decrease of accounts payable of approximately $3.3 million as we paid off the royal fees payable, the increase of prepayments of approximately $1.7 million as we prepaid for right, title and interests in music work, and the decrease of other payables and accrued liabilities of approximately $0.8 million. The net cash outflow was offset by the increase in lease liabilities of approximately $3,000 due to unpaid lease liabilities.
Net cash used in operating activities totaled approximately $2.8 million for the year ended June 30, 2024, which was mainly due to a net loss of approximately $26.9 million and non-cash adjustments to reconcile the net loss to net cash used in operating activities of approximately $16.9 million of allowance for credit losses, approximately $3.9 million of stock compensation expense, approximately $13,000 of depreciation expense, approximately $4.2 million of amortization expense, $100,000 of amortization of debt issuance costs, and approximately $90,000 of amortization of right of use assets. Net cash from changes in operating assets and liabilities resulted in a net cash outflow, which mainly consists of the increase of other receivables of approximately $11.8 million which were subsequently reserved for allowance on credit losses and the increase of accounts receivable of approximately $1.2 million. The net cash outflow was offset by the increase of prepayment of approximately $9.5 million as we prepaid service fees for live concert productions, and the increase of other payables and accrued liabilities of approximately $2.5 million as we incurred more payroll and received capital contribution in advance for potential private placement during the period.
Net cash used in operating activities totaled approximately $7.9 million for the year ended June 30, 2023, which was mainly due to a net loss of approximately $37.8 million and non-cash adjustments to reconcile the net loss to net cash used in operating activities of approximately $9.9 million of allowances for credit losses, approximately $3.5 million of stock compensation expense, approximately $13,000 of depreciation expense, approximately $5.8 million of amortization expense, and approximately $9.4 million of impairment loss of intangible assets. Net cash from changes in operating assets and liabilities resulted in a net cash outflow, which mainly consists of the increase of prepayment of approximately $0.2 million as we prepaid service fees for live concert productions and the decrease of accounts payable of approximately $0.5 million as we paid royalty fee to our on-demand content vendor during the period. The net cash outflow was offset by the decrease in accounts receivable of approximately $0.2 million, the decrease in other receivables of approximately $1.3 million, and the increase in other payables and accrued liabilities of approximately $0.6 million.
Investing Activities
Net cash used in investing activities totaled approximately $3.4 million for the year ended June 30, 2025, which was due to the purchase of cryptocurrency mining equipment of $3.4 million and loan to a third party of $4.0 million, and offset by the proceeds from loan repayment by a third party of $4.0 million.
There was no investing activity during the year ended June 30, 2024.
There was no investing activity during the year ended June 30, 2023.
31
Financing Activities
Net cash provided by financing activities totaled approximately $12.8 million for the year ended June 30, 2025, which was due to the proceeds from convertible notes, net of debt issuance cost, of approximately $14.3 million, offset by the repayment of a convertible note of approximately $1.1 million and the repayment of borrowings from related parties of approximately $0.4 million.
Net cash provided by financing activities totaled approximately $2.6 million for the year ended June 30, 2024, which was due to the sale of ordinary shares, net of offering costs, of approximately $1.4 million through our private placement offering, the proceeds from a convertible notes, net of debt issuance cost, of $1.0 million, and the borrowings from our related parties of approximately $0.2 million to pay for certain operating expenses.
Net cash provided by financing activities totaled approximately $7.2 million for the year ended June 30, 2023, which was due to the sale of units of approximately $1.5 million through our private placement offering, the sale of units, net of offering costs, of approximately $5.0 million, the borrowings from our related parties of approximately $0.2 million to pay for certain operating expenses and the proceeds from the exercise of warrants from the warrants holders of approximately $0.5 million.
Commitments and Contingencies
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Inflation
Inflation in the U.S., Hong Kong, United Arab Emirates, Kazakhstan, and Singapore have not materially affected our results of operations. Although we have not been materially affected by inflation in the past, we may be affected if U.S., Hong Kong, United Arab Emirates, and Singapore experience higher rates of inflation in the future.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Subsequent Events and Outlook
On July 25, 2025, we restructured a previously completed equipment acquisition transaction involving BTC KZ and its subsidiary ULife. The original transaction, which closed in March 2025, included a share issuance of 16,250,000 restricted Class A ordinary shares. Due to post-closing regulatory concerns regarding the issuance under Regulation S, the parties agreed to cancel the share consideration and replace the outstanding payment obligations with a secured loan in the amount of US$31.6 million. The loan bears interest at 5% per annum and is repayable in quarterly installments over a three-year period.
We believe this restructuring will help reduce regulatory risk and provide more structured repayment terms; however, it introduces new cash flow obligations and credit risk exposure. Additionally, since the equipment remains under the operational control of BTC KZ in Kazakhstan, we are actively exploring enhanced monitoring and governance mechanisms to ensure operational transparency and continuity. Management is focused on mitigating concentration risk and aligning future crypto-mining investments with improved contractual protection and internal controls.
On September 22, 2025, we entered into a settlement agreement (“Settlement Agreement”) with FTGC, pursuant to which we and FTGC agreed to resolve the differences and settle the dispute regarding the cash and warrants placement agent fees claimed by FTGC. Under the Settlement Agreement, both parties agreed to settle these claims through i) a cash payment of $450,000 (“First Cash Payment”), and ii) the issuance of 14,320 of the Company’s Class A ordinary shares (“Share Issuance”), subject to the Court granting an order authorizing issuance of the securities subject of this paragraph after a hearing pursuant to Section 3(a)(10) of the Securities Act, 15 U.S.C. §77c(a)(10) (the “Section 3(a)(10) Order”). In the event that the Court does not grant the Section 3(a)(10) Order, the Company shall instead pay FTGC a cash amount of $600,000. In addition, if, at the time of the Share Issuance, the Company’s closing stock price per share (measured as of the trading day immediately prior to the issuance date) is less than $1.36 per share, the Company shall pay FTGC an additional cash amount equal to ($1.36 – such closing price) × the number of shares issued to FTGC (the “True-up Cash Payment”).
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The Settlement Agreement shall not be deemed effective until FTGC has received the First Cash Payment and the Share Issuance has been completed. We believe this Settlement Agreement will result in cash flow obligations. As of June 30, 2025, we had accrued a payables balance of $642,291 in connection with the Settlements Agreement with FTGC’s claims in connection with the January 2025 financing.
On October 31, 2025, the Company and FTGC entered into an amendment to the Settlement Agreement (“Amendment”), pursuant to which both parties agreed that, upon the Company’s lump-sum payment of $950,000 to FTGC, i) the Settlement Agreement and the Amendment shall be deemed fully satisfied and terminated, ii) the Judgement shall be deemed fully satisfied, iii) FTGC shall withdraw and discharge all enforcement instruments or restraints issued in connection with the Judgment, and iv) FTGC shall cease all collection, enforcement, or restraint activity of any kind related to the Judgment or the Settlement Agreement. The release shall include any claims, defenses, or rights arising from or relating to (i) the Company’s financing occurred on or about October 9, 2025, and (ii) the 12-month period of the exclusive placement agent agreement shall remain unaffected and expressly preserved.
5.C. Research and Development, Patents and Licenses, etc.
Research and Development
There are no research and development expenses during the years ended June 30, 2025 and 2024. During the year ended June 30, 2023, we spent approximately $0.1 million on developing augmented reality functions in our Color World App and maintaining our online education academy App, Color World internally.
Patents and Licenses, etc.
As of June 30, 2025 and 2024, we held approximately nil and $17.0 million of copyrights, net of accumulated amortization, respectively.
5.D. Trend Information
Other than as disclosed elsewhere in this annual report and below, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
5.E. Critical Accounting Estimates
Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of financial statements. These accounting policies are important for an understanding of their financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. Our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this annual report, but we believe that the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.
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Allowance for credit losses
Allowance for credit losses for accounts receivable and other receivables is established based on various factors including historical payments and current economic trends. We review our allowance for the receivables by assessing individual receivable over a specific aging and amount. All other balances are pooled based on historical collection experience. The estimate of expected credit losses is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect collectability. Accounts receivable and other receivables are written off on a case-by-case basis after exhaustive efforts at collection are made, net of any amounts that may be collected.
Provision for impairment loss on prepayments
Provision for impairment loss on prepayments is established based on various factors including factual situation and current economic trends. We review our provision for impairment loss on prepayments by assessing individual prepayments over the contractual term. The estimate of expected impairment loss is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect collectability. Prepayments are written off on a case-by-case basis after exhaustive efforts at recovery are made, net of any amount that may be recovered.
Accounting for long-lived assets
Long-lived assets held and used by us are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technological or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to our carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds our fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.
If the value of an asset is determined to be impaired, the impairment to be recognized is measured in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value, less disposition costs.
Competitive pricing pressures and changes in interest rates could materially and adversely affect our estimates of future net cash flows to be generated by the long-lived assets, and thus could result in future impairment losses.
Stock-based compensation
We record stock-based compensation expense for employees at fair value on the grant date and recognizes the expense over the employee’s requisite service period. Our expected volatility assumption is based on the historical volatility of our stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination rate. The risk-free interest rate for the expected term of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on our current and expected dividend policy.
Changes in these assumptions can materially affect the valuation of stock-based awards and the timing and amount of expense recognized in the financial statements. The Company regularly reviews these assumptions and updates them as necessary to reflect current market conditions and historical experience. Stock-based compensation expense is recognized on a graded vesting basis over the requisite service period in accordance with ASC 718, Compensation—Stock Compensation.
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Income taxes
We account for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires us to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized.
ASC 740-10, “Accounting for Uncertainty in Income Taxes,” defines uncertainty in income taxes and the evaluation of a tax position as a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
The following table sets forth information regarding our executive officers and directors as of the date of this annual report.
|
Directors and Executive Officers |
Age | Position/Title | ||
| Chloe Zhou Parker | 45 | Chairman of the Board and Director | ||
| Samantha Huang | 41 | Director and Chief Executive Officer | ||
| Lili Jiang | 41 | Chief Financial Officer | ||
| Patrick Wing-Ho Ngan | 51 | Chief Investment Officer | ||
| Hung-Jen Kuo | 52 | Independent Director | ||
| Honglei Jiang | 43 | Independent Director | ||
| Yan Zhang | 44 | Independent Director |
Biography
Chloe Zhou Parker
Ms. Parker has served as our director and chairwoman of the Board since September 2025. Ms. Parker has extensive experience in real estate investment and management, as well as blockchain business development. She has served as the Chief Executive Officer of Marina VIP LLC, a real estate investment and management company, since July 2022, where she provides strategic leadership and vision and directs all aspects of operations. Ms. Parker has also served as the business development director at Bitwisdom Ltd. since October 2023, where she leads growth in blockchain-based services and drives client acquisition and partnership. Ms. Parker received her her associate of science degree in hospitality management from César Ritz Colleges, Switzerland in 2000.
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Samantha Huang
Ms. Huang has served as our director since March 2025 and our Chief Executive Officer since May 2025. From August 2019 to October 2024, Ms. Huang served as the President at BK FOOD INC. (New York), where she was responsible for setting strategic goals and ensuring alignment with the company’s vision. From June 2013 to June 2019, Ms. Huang served as the Executive Director at Pengpai Pros & Partners (New York). From July 2010 to February 2013, she served as a Chief Investment & Finance Officer at Shanghai Daoshe Law Firm. Ms. Huang obtained her bachelor’s degree in accounting and finance from Shanghai University in July 2006.
Lili Jiang
Ms. Jiang has been serving as our Chief Financial Officer since March 28, 2019. She previously served as the Manager of the Overseas Medical Business Department of Aolan Health Management Co., Ltd (“Aolan”) from May 2016 to March 28, 2019. Prior to joining Aolan, Ms. Jiang was the Business Executive Assistant at the Australian Embassy in China from July 2011 to April 2016. She is a Certified Public Accountant in Australia. Ms. Jiang has a bachelor’s degree in Accounting and Finance from Sydney Technical University in Australia, and a Master’s degree in Economics in Finance from University of New South Wales in Sydney, Australia.
Patrick Wing-Ho Ngan
Mr. Ngan has served as our Chief Investment Officer since October 8, 2025. He has more than two decades of cross-border experience in investment banking, corporate finance, fintech, and blockchain infrastructure. Earlier in his career, he held senior positions in equity capital markets at UBS, ABN AMRO, and Huatai International, advising on IPOs, capital-markets transactions and M&A financings across Asia and the United States. As an entrepreneur, Mr. Ngan co-founded Nova Vision Acquisition Corp (Nasdaq: NOVVU) and successfully led its IPO on Nasdaq, culminating in a landmark business combination in 2024. He also co-founded and served as CEO of Alchemy Pay, a cryptocurrency payment platform bridging fiat and digital payments globally, and co-founded QFPay International, a leading digital-payment solutions provider with operations across Asia and the Middle East. Mr. Ngan holds an Executive Management diploma from the Graduate School of Business, Stanford University, an MSc. in Accounting and Finance from the University of Southampton, UK, and a BA (Hons.) in Accounting and Finance from the University of Plymouth, UK.
Hung-Jen Kuo
Mr. Kuo has been serving as our independent director since August 12, 2020. He has more than 25 years of experience in the global securities fund investment & business management industry. He is currently the Executive President CEO of Fosun Capital. Before joining Fosun Group, he was the head general manager and director of the China Securities Services Division of Deutsche Bank, China. Mr. Kuo previously served as the chief investment expert of Noah Group, the managing director of Gopher Assets Management and the general manager of Gopher Public Fund. At the end of 2010, Mr. Kuo represented American Russell Investments and to participate in establishing Ping An Russell (Shanghai) Investment Management Company, one of the first private equity fund management companies in China. Mr. Kuo successfully introduced Russell’s investment MOM model to China, led investment research team building and business development, and issued China’s first MOM product. Mr. Kuo joined Russell Investment’s global Seattle headquarters in 2001, holding various positions in core departments such as investment management, research, and operations. In 1996, Mr. Kuo joined Aurora Group in Taipei as the assistant to CEO covering on business strategies and IPO project and jointly managing Russell Investment’s global assets. Mr. Kuo holds a master’s degree in finance from the University of Colorado and a bachelor’s degree in business administration from Sun Yat-sen University in Taiwan.
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Honglei Jiang
Mr. Jiang has served as the chairman of the board of Beijing Huaihao Education Consulting Co., Ltd. since 2020. From 2017 to 2020, Mr. Jiang served as chief executive officer of Deyi Financial Leasing Co., Ltd. From February 2015 to December 2016, Mr. Jiang served as executive vice president of Kunsheng Financial Leasing Co., Ltd. Mr. Jiang earned his master’s degree in investment economics from Dongbei University of Finance & Economics in 2008, and obtained his bachelor’s degree in economics from Changchun University of Science and Technology in 2005.
Yan Zhang
Ms. Zhang has served as our independent director since March 2025. She has served as a Sourcing Manager at Shenzhen YAOGU Industrial Co., Ltd since April 2020, where she is responsible for identifying and evaluating suppliers, managing costs, maintaining supplier relationships, developing strategic sourcing plans, mitigating risks, and leveraging data analytics to optimize procurement and supply chain efficiency. Ms. Zhang obtained her bachelor’s degree in food science and technology from HuaiHai Institute of Technology in July 2003.
Employment Agreements
We have entered into employment agreements with each of our executive officers, which can be terminated upon both parties’ agreement or by law. We may terminate an executive officer’s employment for cause at any time without advance notice in certain events. We may terminate an executive officer’s employment by giving a prior written notice or by paying certain compensation. An executive officer may terminate his or her employment at any time by giving a prior written notice.
Each executive officer has agreed to hold, unless expressly consented to by us, at all times during and within one year after the termination of his or her employment agreement, in strict confidence and not to use, any of our confidential information or the confidential information of our customers and suppliers.
6.B. Compensation
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our principal executive officer and our other most highly paid executive officer (the “named executive officers”) for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000 during the fiscal year ended June 30, 2025.
| Name and Principal Position | Year Ended June 30 | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation Earnings ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||
| Wei Zhang | 2025 | 180,000 | - | 1,450 | - | - | - | - | 181,450 | ||||||||||||||||||||||||||
| Chairman of the Board | |||||||||||||||||||||||||||||||||||
| Samantha Huang | 2025 | 19,500 | - | - | - | - | - | - | 19,500 | ||||||||||||||||||||||||||
| Chief Executive Officer | |||||||||||||||||||||||||||||||||||
| Louis Lou | 2025 | 55,000 | - | 1,973 | - | - | - | - | 1,973 | ||||||||||||||||||||||||||
| Former Chief Executive Officer | |||||||||||||||||||||||||||||||||||
| Lili Jiang | 2025 | 120,000 | - | 170 | - | - | - | - | 170 | ||||||||||||||||||||||||||
| Chief Financial Officer | |||||||||||||||||||||||||||||||||||
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The executive directors did not to receive any compensation for serving on the Board. The following table represents compensation earned by our non-executive directors in fiscal year ended June 30, 2025.
| Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-equity incentive plan compensation | Nonqualified deferred compensation earnings | All other compensation | Total | ||||||||||||||||||||||
| Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||
| Hung-Jen Kuo | 36,000 | - | - | - | - | - | 36,000 | |||||||||||||||||||||
| Honglei Jiang | 36,000 | - | - | - | - | - | 36,000 | |||||||||||||||||||||
| Yan Zhang | 10,500 | - | - | - | - | - | 10,500 | |||||||||||||||||||||
6.C. Board Practices
Terms of Directors and Officers
Our officers are elected by and serve at the discretion of the Board and the shareholders voting by ordinary resolution. Our directors are not subject to a set term of office and hold office until the next general meeting called for the election of directors and until their successor is duly elected or such time as they die, resign or are removed from office by a shareholders’ ordinary resolution or the unanimous written resolution of all shareholders A director will be removed from office automatically if, among other things, the director becomes bankrupt or makes any arrangement or composition with his creditors generally or is found to be or becomes of unsound mind.
Duties of Directors
Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.
Committees of the Board of Directors
We have established three fully independent committees under the board of directors: the audit committee, the compensation committee and the corporate governance and nominating committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.
Audit Committee
Hung-Jen Kuo, Honglei Jiang and Yan Zhang are members of our Audit Committee, and Honglei Jiang serves as the chairman. All members of our Audit Committee satisfy the independence standards promulgated by the SEC and by Nasdaq as such standards apply specifically to members of audit committees.
Our Audit Committee performs several functions, including:
| ● | selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors; |
| ● | reviewing with our independent auditors any audit problems or difficulties and management’s response; |
| ● | reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S- K under the Securities Act of 1933, as amended; |
| ● | discussing the annual audited financial statements with management and our independent auditors; |
| ● | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant internal control deficiencies; |
| ● | annually reviewing and reassessing the adequacy of our audit committee charter; |
| ● | meeting separately and periodically with management and our independent auditors; |
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| ● | reporting to the Board; and |
| ● | such other matters that are specifically delegated to our audit committee by the Board from time to time. |
Compensation Committee
Hung-Jen Kuo, Honglei Jiang and Yan Zhang are members of our Compensation Committee, and Yan Zhang serves as the chairman. All members of our Compensation Committee are qualified as independent under the current definition promulgated by Nasdaq. The Compensation Committee is responsible for, among other things:
| ● | reviewing and approving the total compensation package for our senior executives; and |
| ● | reviewing periodically, and approving, any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. |
Corporate Governance and Nominating Committee
Hung-Jen Kuo, Honglei Jiang and Yan Zhang are members of our Nominating and Corporate Governance Committee, and Hung-Jen Kuo is the chairman. All members of our Nominating and Corporate Governance Committee are qualified as independent under the current definition promulgated by Nasdaq. The Nominating and Corporate Governance Committee is responsible for, among other things:
| ● | identify qualified individuals to become Board members, consistent with criteria approved by the Board, and to recommend that the Board select, the director nominees for the next annual meeting of shareholders; |
| ● | develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; and |
| ● | to oversee the evaluation of the Board and management. |
6.D. Employees
As of June 30, 2025, we had 14 full-time employees. As required by applicable PRC law, we have entered into employment contracts with all our officers, managers and employees. We believe that we maintain a satisfactory working relationship with our employees and we have not experienced any significant labor disputes or any difficulty in recruiting staff.
6.E. Share Ownership
The following table sets forth information with respect to the beneficial ownership of our Class A ordinary shares and Class B ordinary shares as of October 14, 2024 for:
| ● | each beneficial owner of 5% or more of our outstanding ordinary shares; |
| ● | each of our directors and executive officers; and |
| ● | all of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include ordinary shares issuable upon the exercise of options that are immediately exercisable or exercisable within 60 days of the date hereof.
Except as otherwise indicated, all of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.
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Except as otherwise indicated in the table below, addresses of our directors, executive officers and named beneficial owners are in care of Zeta Network Group, 80 Broad Street, 5th Floor, New York, NY 10005.
| Total Ordinary Shares (As-Converted Basis) Beneficially Owned | ||||||||
| Name of Beneficial Owners | Number | %(1) | ||||||
| Directors and Executive Officers: | ||||||||
| Chloe Zhou Parker | - | - | ||||||
| Samantha Huang | - | - | ||||||
| Lili Jiang | 120,098 | * | ||||||
| Patrick Wing-Ho Ngan | - | - | ||||||
| Hung-Jen Kuo | - | - | ||||||
| Honglei Jiang | 10,000 | * | ||||||
| Yan Zhang | - | - | ||||||
| * | Less than 1% |
| (1) | Applicable percentage of ownership is based on 146,279,166 Class A Ordinary Shares Ordinary Shares and 480 Class B Ordinary Shares outstanding as of October 18, 2025, for each shareholder. |
6.F. Disclosure of Actions to Recover Erroneously Awarded Compensation
N/A.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
None of our shareholders beneficially owns 5% or more of our voting securities.
7.B. Related Party Transactions
We have extended interest-free loans, due on demand, to certain directors and officers of the Company and its subsidiaries. The balances outstanding on these loans as of June 30, 2025, 2024 and 2023 are as follows:
| Name of Related Party | Relationship | June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| Wei Zhang | Chairman of the Board and Director of the Company | $ | - | $ | 198,110 | $ | - | |||||||
| Hui Xu | General Manager of CACM | 310,000 | 560,000 | 580,000 | ||||||||||
| Louis Luo | Director and Chief Executive Officer of the Company | 3,073 | 3,087 | - | ||||||||||
| Total | $ | 313,073 | $ | 761,197 | $ | 580,000 | ||||||||
7.C. Interests of Experts and Counsel
Not applicable.
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ITEM 8. FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial Information
The financial statements required by this item may be found at the end of this Annual Report on 20-F, beginning on page F-1.
Legal Proceedings
See “Item 4. Information on the Company - B. Business Overview - Legal Proceedings.”
Dividends
We have never declared or paid any dividend on our ordinary shares and we do not anticipate paying any dividends on our ordinary shares in the future. We currently intend to retain all future earnings to finance our operations and to expand our business.
8.B. Significant Changes
Except as disclosed elsewhere in this annual report, no other significant changes to our financial condition have occurred since the date of the annual financial statements contained herein.
ITEM 9. THE OFFER AND LISTING
9.A. Offer and Listing Details
Our Class A ordinary shares are listed for trading on the Nasdaq Capital Market under the symbol “ZNB.” The shares began trading on February 25, 2013 on the Nasdaq Capital Market.
9.B. Plan of Distribution
Not Applicable.
9.C. Markets
Our Class A ordinary shares are currently traded on the Nasdaq Capital Market.
9.D. Selling Shareholders
Not Applicable.
9.E. Dilution
Not Applicable.
9.F. Expenses of the Issuer
Not Applicable.
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ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
Not Applicable.
10.B. Memorandum and Articles of Association
We are a Cayman Islands exempted company with limited liability and our affairs are governed by our Seventh Amended and Restated Memorandum and Articles of Association effective on 18 August 2025 (the “2025 Amended and Restated Memorandum and Articles”), the Companies Act (As Revised) of the Cayman Islands, the common law of the Cayman Islands, our corporate governance documents and rules and regulations of the stock exchange on which are shares are traded.
As of the date hereof, the authorized share capital of the Company is USD$32,000,000.00 divided into 11,200,000,000 Class A Ordinary shares with a nominal or par value of USD$0.0025 (“Class A Ordinary Shares”) each and 1,600,000,000 Class B Ordinary shares with a nominal or par value of USD$0.0025 (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”).
Ordinary Shares
The following are summaries of material provisions of our 2025 Amended and Restated Memorandum and Articles, corporate governance policies and the Companies Act (As Revised) of the Cayman Islands insofar as they relate to the material terms of our Ordinary Shares.
Objects of Our Company
Under our 2025 Amended and Restated Memorandum and Articles, the objects of our Company are unrestricted and we have the full power and authority to carry out any object not prohibited by the law of the Cayman Islands.
Share Capital
The holders of our Class A Ordinary Shares are entitled to one vote for each such share held and shall be entitled to notice of any shareholders’ meeting, and, subject to the terms of the 2025 Amended and Restated Memorandum and Articles, to vote thereat.
The holders of our Class B Ordinary Shares are entitled to twenty votes for each such share held and shall be entitled to notice of any shareholders’ meeting, and, subject to the terms of the 2025 Amended and Restated Memorandum and Articles, to vote thereat.
Except for the voting rights and conversion rights set out in the 2025 Amended and Restated Memorandum and Articles, the Class A Ordinary Shares and the Class B Ordinary Shares rank pari passu and have the same rights, preferences, privileges and restrictions.
Dividends
The holders of our Ordinary Shares are entitled to such dividends as may be declared by our Board of Directors subject to the Companies Act (As Revised) of the Cayman Islands and to our 2025 Amended and Restated Memorandum and Articles.
Voting
Voting at any shareholders’ meeting is by show of hands unless a poll is demanded by the chairman or persons holding certain amounts of shares as set forth in the 2025 Amended and Restated Memorandum and Articles. Actions that may be taken at a general meeting also may be taken by a unanimous resolution of the shareholders in writing.
No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; two members present in person or by proxy shall be a quorum provided always that if the Company has one member of record the quorum shall be that one member present in person or by proxy. An ordinary resolution to be passed at a general meeting requires the affirmative vote of a simple majority of the votes cast.
A special resolution of members is required to change the name of the Company, approve a merger, wind up the Company, amend the 2025 Amended and Restated Memorandum and Articles and reduce the share capital.
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Transfer of Ordinary Shares
Subject to the restrictions set out below, any of our shareholders may transfer all or any of his, its or her Ordinary Shares by an instrument of transfer in the usual or common form or any other form approved by our Board of Directors or in a form prescribed by the stock exchange on which our shares are then listed.
Our Board of Directors may, in its sole discretion, decline to register any transfer of Ordinary Shares whether or not it is fully paid up to the total consideration paid for such shares. Our directors may also decline to register any transfer of Ordinary Shares if (a) the instrument of transfer is not accompanied by the certificate covering the shares to which it relates or any other evidence as our Board of Directors may reasonably require to prove the title of the transferor to, or his/her right to transfer the shares; or (b) the instrument of transfer is in respect of more than one class of shares.
If our directors refuse to register a transfer, they shall, within two months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.
The registration of transfers may be suspended and the register closed at such times and for such periods as our Board of Directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
Winding-Up/Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), a liquidator may be appointed to determine how to distribute the assets among the holders of the Ordinary Shares. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately; a similar basis will be employed if the assets are more than sufficient to repay the whole of the capital at the commencement of the winding up.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our Board of Directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.
Redemption of Shares
We may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our Board of Directors.
Conversion of Class B Ordinary Shares
The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time by the holder thereof on an one-for-one basis. The right to convert is exercisable by the holder of the Class B Ordinary Shares delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.
The Class B Ordinary Shares are also subject to automatic conversion into an equal and corresponding number of Class A Ordinary Shares upon any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person or entity that is not an affiliate of such holder, as further described in the 2025 Amended and Restated Memorandum and Articles.
Inspection of Books and Records
Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Companies Act (As Revised) of the Cayman Islands or authorized by the Directors or by the Company in a general meeting. However, the Directors shall from time to time cause to be prepared and to be laid before the Company in a general meeting, profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by Companies Act (As Revised) of the Cayman Islands. (See “Where You Can Find More Information”)
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Issuance of Additional Shares
Our 2025 Amended and Restated Memorandum and Articles authorize our Board of Directors to issue additional Ordinary Shares from time to time as our Board of Directors shall determine, to the extent there are available authorized but unissued shares.
Our 2025 Amended and Restated Memorandum and Articles also authorizes our Board of Directors to establish from time to time one or more series of preferred shares and to determine, subject to compliance with the variation of rights of shares provision in the 2025 Amended and Restated Memorandum and Articles, with respect to any series of preferred shares, the terms and rights of that series, including:
| ● | the designation of the series; |
| ● | the number of shares of the series; |
| ● | the dividend rights, dividend rates, conversion rights, voting rights; and |
| ● | the rights and terms of redemption and liquidation preferences. |
Our Board of Directors may, issue preferred shares without action by our shareholders to the extent such preferred shares have already been authorized and created under the Company’s memorandum and articles of association but unissued shares available.
Anti-Takeover Provisions
Some provisions of our 2025 Amended and Restated Memorandum and Articles may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that:
| ● | authorize our Board of Directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders (subject to variation of rights of shares provisions in our 2025 Amended and Restated Memorandum and Articles); and |
| ● | limit the ability of shareholders to requisition and convene general meetings of shareholders. Our 2025 Amended and Restated Memorandum and Articles allow our shareholders holding shares representing in aggregate not less than one-fourth (twenty-five percent) of our paid up share capital (as to the total consideration paid for such shares) in issue to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting. |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our 2025 Amended and Restated Memorandum and Articles for a proper purpose and for what they believe in good faith to be in the best interests of our Company.
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General Meetings of Shareholders and Shareholder Proposals
Our shareholders’ general meetings may be held in such place within or outside the Cayman Islands as our Board of Directors considers appropriate.
As a Cayman Islands exempted company, we are not obliged by the Companies Act (As Revised) of the Cayman Islands to call shareholders’ annual general meetings. The directors may, whenever they think fit, convene an extraordinary general meeting.
Shareholders’ general meetings and any other general meetings of our shareholders may be convened by a majority of our Board of Directors. Our Board of Directors shall give not less than seven days’ written notice of a shareholders’ meeting to those persons whose names appear as members in our register of members on the date the notice is given (or on any other date determined by our directors to be the record date for such meeting) and who are entitled to vote at the meeting.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our 2025 Amended and Restated Memorandum and Articles allow our shareholders holding shares representing in aggregate not less than one-fourth (twenty-five percent) of our paid up share capital (as to the total consideration paid for such shares) in issue to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; otherwise, our 2025 Amended and Restated Memorandum and Articles do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Exempted Company
We are an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands. The Companies Act (As Revised) of the Cayman Islands distinguishes between ordinary resident companies and exempted companies. A Cayman Islands exempted company:
| ● | is a company that conducts its business mainly outside of the Cayman Islands; |
| ● | is exempted from certain requirements of the Companies Act (As Revised) of the Cayman Islands, including the filing an annual return of its shareholders with the Registrar of Companies; |
| ● | does not have to make its register of members open for inspection; |
| ● | does not have to hold an annual general meeting; |
| ● | may issue negotiable or bearer shares or shares with no par value (subject to the provisions of the Companies Act (As Revised) of the Cayman Islands); |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); and |
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
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Register of Members
Under Cayman Islands law, we must keep a register of members and there should be entered therein:
| ● | the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member; |
| ● | the date on which the name of any person was entered on the register as a member; and |
| ● | the date on which any person ceased to be a member. |
Under Cayman Islands law, the register of members of our Company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Once our register of members has been updated, the shareholders recorded in the register of members are deemed to have legal title to the shares set against their name.
If the name of any person is incorrectly entered in, or omitted from, our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our Company, the person or member aggrieved (or any member of our Company or our Company itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.
Material Differences between U.S. Corporate Law and Cayman Islands Corporate Law
The Companies Act (As Revised) of the Cayman Islands is modeled after that of English law but does not follow many recent English law statutory enactments. In addition, the Companies Act (As Revised) of the Cayman Islands differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act (As Revised) of the Cayman Islands applicable to us and the laws applicable to companies incorporated in the State of Delaware.
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Mergers and Similar Arrangements. A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the shareholders and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
A merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman Islands subsidiary if a copy of the plan of merger is given to every member of that Cayman Islands subsidiary to be merged unless that member agrees otherwise. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| ● | the statutory provisions as to the required majority vote have been met; |
| ● | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| ● | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| ● | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act (As Revised) of the Cayman Islands. |
When a takeover offer is made and accepted by holders of 90.0% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
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Shareholders’ Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:
| ● | a company acts or proposes to act illegally or ultra vires; |
| ● | the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| ● | those who control the company are perpetrating a “fraud on the minority.” |
Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our current 2025 Amended and Restated Memorandum and permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he or she owes the following duties to the company - a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
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Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our current 2025 Amended and Restated Memorandum and Articles provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
Cayman Islands law does not provide shareholders any right to put proposals before a meeting or requisition a general meeting. However, these rights may be provided in articles of association. Our current articles of association allow our shareholders holding not less than one-third of all voting power of our share capital in issue to requisition a shareholder’s meeting. Other than this right to requisition a shareholders’ meeting, 2025 Amended and Restated Memorandum and Articles do not provide our shareholders other right to put proposal before a meeting. As a Cayman Islands exempted company, we are not obliged by law to call shareholders’ annual general meetings.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands, but the 2025 Amended and Restated Memorandum and Articles does not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the 2025 Amended and Restated Memorandum and Articles, directors may be removed with or without cause, by an ordinary resolution of our shareholders.
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.
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Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act (As Revised) of the Cayman Islands and the 2025 Amended and Restated Memorandum and Articles, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and the 2025 Amended and Restated Memorandum and Articles, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class with the written consent of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by not less than three-fourths of such holders of the shares of that class as may be present at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our current 2025 Amended and Restated Memorandum and Articles may only be amended with a special resolution of our shareholders.
Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our 2025 Amended and Restated Memorandum and Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in the 2025 Amended and Restated Memorandum and Articles governing the ownership threshold above which shareholder ownership must be disclosed.
10.C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in this annual report.
10.D. Exchange Controls
Cayman Islands
There are currently no exchange control regulations in the Cayman Islands applicable to us or our shareholders.
The PRC
See “Item 4. Information on the Company-B. Business Overview-Regulation-Regulations on Foreign Currency Exchange.”
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10.E. Taxation
The following summary of the material Cayman Islands, the PRC, Hong Kong and U.S. tax consequences of an investment in our ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. This summary is not intended to be, nor should it be construed as, legal or tax advice and is not exhaustive of all possible tax considerations. This summary also does not deal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences under state, local, and other tax laws. Investors should consult their own tax advisors with respect to the tax consequences of the acquisition, ownership and disposition of our ordinary shares.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes or stamp duties levied by the Government of the Cayman Islands that are likely to be material to holders of ordinary shares or ordinary shares. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.
People’s Republic of China Taxation
Under the EIT Law, an enterprise established outside the PRC with a “de facto management body” within the PRC is considered a PRC resident enterprise for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income as well as tax reporting obligations. Under the Implementation Rules, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, SAT Circular 82 issued in April 2009 specifies that certain offshore-incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if all of the following conditions are met: (a) senior management personnel and core management departments in charge of the daily operations of the enterprises have their presence mainly in the PRC; (b) their financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) major assets, accounting books and company seals of the enterprises, and minutes and files of their board’s and shareholders’ meetings are located or kept in the PRC; and (d) half or more of the enterprises’ directors or senior management personnel with voting rights habitually reside in the PRC. Further to SAT Circular 82, the SAT issued SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 provides for procedures and administration details of determination on PRC resident enterprise status and administration on post-determination matters. If the PRC tax authorities determine that Zeta Network Group is a PRC resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. Also, a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares or ordinary shares and potentially a 20% of withholding tax would be imposed on dividends we pay to our non-PRC individual shareholders and with respect to gains derived by our non-PRC individual shareholders from transferring our shares or ordinary shares.
It is unclear whether, if we are considered a PRC resident enterprise, holders of our shares or ordinary shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. See “Risk Factors - Risk Factors Relating to Doing Business in China -If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders”.
The SAT issued SAT Circular 59 together with the Ministry of Finance in April 2009 and SAT Circular 698 in December 2009. Both SAT Circular 59 and SAT Circular 698 became effective retroactively as of January 1, 2008. By promulgating and implementing these two circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-PRC resident enterprise. Under SAT Circular 698, where a non-PRC resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, and the overseas holding company is located in a tax jurisdiction that: (1) has an effective tax rate of less than 12.5% or (2) does not impose tax on foreign income of its residents, the non-PRC resident enterprise, being the transferor, must report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC tax at a rate of up to 10%. Although it appears that SAT Circular 698 was not intended to apply to share transfers of publicly traded companies, there is uncertainty as to the application of SAT Circular 698 and we and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Circular 698 and we may be required to expend valuable resources to comply with SAT Circular 698 or to establish that we should not be taxed under SAT Circular 698.
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Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Tax Arrangement, where a Hong Kong resident enterprise which is considered a non-PRC tax resident enterprise directly holds at least 25% of a PRC enterprise, the withholding tax rate in respect of the payment of dividends by such PRC enterprise to such Hong Kong resident enterprise is reduced to 5% from a standard rate of 10%, subject to approval of the PRC local tax authority. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, a resident enterprise of the counter-party to such Tax Arrangement should meet the following conditions, among others, in order to enjoy the reduced withholding tax under the Tax Arrangement: (i) it must directly own the required percentage of equity interests and voting rights in such PRC resident enterprise; and (ii) it should directly own such percentage in the PRC resident enterprise anytime in the 12 months prior to receiving the dividends. Furthermore, the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties (For Trial Implementation), or the Administrative Measures, which became effective in October 2009, requires that the non-resident enterprises must obtain the approval from the relevant tax authority in order to enjoy the reduced withholding tax rate under the tax treaties. There are also other conditions for enjoying such reduced withholding tax rate according to other relevant tax rules and regulations. According to Circular 81, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.
Hong Kong Taxation
Entities incorporated in Hong Kong are subject to profits tax in Hong Kong at the rate of 16.5%. According to Tax (Amendment) (No. 3) Ordinance 2018 published by Hong Kong government, effective April 1, 2018, under the two-tiered profits tax rates regime, the profits tax rate for the first HK$2 million of assessable profits will be lowered to 8.25% (half of the rate specified in Schedule 8 to the Inland Revenue Ordinance (IRO)) for corporations.
Singapore Taxation
Corporate Tax
The prevailing corporate tax rate in Singapore is 17% with effect from Year of Assessment 2011. In addition, with effect from Year of Assessment 2020, the partial tax exemption scheme applies on the first S$200,000 of a company’s normal chargeable income; specifically 75% of up to the first S$10,000 of a company’s normal chargeable income, and 50% of up to the next S$190,000 is exempt from corporate tax. The remaining chargeable income (after the partial tax exemption) will be taxed at 17%. Our subsidiary in Singapore is subject to Singapore corporate income tax at a rate of 17%.
Goods and Services Tax
Goods and services tax (“GST”) in Singapore is a consumption tax that is levied on the import of goods and services into Singapore, as well as nearly all supplies of goods and services in Singapore at a prevailing rate of 7%. With effect from January 1, 2023, GST rate had increased to 8%, which further increased to 9% with effect from January 1, 2024.
Dividend Distributions
Singapore adopts a one-tier corporate tax system under which the tax collected from corporate profits is a final tax and the after-tax profits of a company resident in Singapore can be distributed to its shareholders as tax-exempt dividends. Such dividends are tax-exempt in the hands of the shareholders, irrespective of whether the shareholder is a company or an individual and whether or not the shareholder is a Singapore tax resident. Singapore does not currently impose withholding tax on dividends paid to resident or non-resident shareholders
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United States Federal Income Taxation
The following is a discussion of United States federal income tax considerations relating to the acquisition, ownership, and disposition of our ordinary shares by a U.S. Holder, as defined below, that acquires our ordinary shares and holds our ordinary shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules (such as, for example, certain financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships and their partners, tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors that own (directly, indirectly, or constructively) 10% or more of our voting stock, investors that hold their ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction), or investors that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not address any tax laws other than the United States federal income tax laws, including any state, local, alternative minimum tax or non-United States tax considerations, or the Medicare tax. Each potential investor is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations of an investment in our ordinary shares.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ordinary shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under the Code.
If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ordinary shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our ordinary shares are urged to consult their tax advisors regarding an investment in our ordinary shares.
The discussion set forth below is addressed only to U.S. Holders that purchase ordinary shares. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our ordinary shares.
Taxation of Dividends and Other Distributions on our Ordinary Shares
Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by us to you with respect to the ordinary shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the ordinary shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the ordinary shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, ordinary shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on Nasdaq. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our ordinary shares, including the effects of any change in law after the date of this report.
To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
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Taxation of Dispositions of Ordinary Shares
Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the ordinary shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the ordinary shares for more than one year, you may be eligible for reduced tax rates on any such capital gains. The deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company
A non-U.S. corporation is considered a PFIC for any taxable year if either:
| ● | at least 75% of its gross income for such taxable year is passive income; or |
| ● | at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”). |
Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we hold will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our ordinary shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in any offering) on any particular quarterly testing date for purposes of the asset test.
We must make a separate determination each year as to whether we are a PFIC. Depending on the amount of cash we hold, together with any other assets held for the production of passive income, it is possible that, for our 2018 taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we treat our consolidated affiliated entities, as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. In particular, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our ordinary shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our ordinary shares and the amount of cash we hold. Accordingly, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our ordinary shares from time to time that may not be within our control. If we are a PFIC for any year during which you hold ordinary shares, we will continue to be treated as a PFIC for all succeeding years during which you hold ordinary shares. However, if we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the ordinary shares.
If we are a PFIC for your taxable year(s) during which you hold ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:
| ● | the excess distribution or gain will be allocated ratably over your holding period for the ordinary shares; |
| ● | the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and |
| ● | the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
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The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital, even if you hold the ordinary shares as capital assets.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) ordinary shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of such taxable year over your adjusted basis in such ordinary shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “- Taxation of Dividends and Other Distributions on our ordinary shares” generally would not apply.
The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including Nasdaq. If the ordinary shares are regularly traded on Nasdaq and if you are a holder of ordinary shares, the mark-to-market election would be available to you were we to be or become a PFIC.
Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold ordinary shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such ordinary shares, including regarding distributions received on the ordinary shares and any gain realized on the disposition of the ordinary shares.
If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our ordinary shares, then such ordinary shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such ordinary shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the ordinary shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your ordinary shares for tax purposes.
You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our ordinary shares and the elections discussed above.
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Information Reporting and Backup Withholding
Dividend payments with respect to our ordinary shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.
Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold ordinary shares.
10.F. Dividends and Paying Agents
Not Applicable.
10.G. Statement by Experts
Not Applicable.
10.H. Documents on Display
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and will file reports, registration statements and other information with the SEC. The Company’s reports, registration statements and other information can be inspected on the SEC’s website at www.sec.gov and such information can also be inspected and copies ordered at the public reference facilities maintained by the SEC at the following location: 100 F Street NE, Washington, D.C. 20549. You may also visit us on the World Wide Web at https://ir.thezetanetwork.com/. However, information contained on our website does not constitute a part of this annual report.
10.I. Subsidiary Information
Not Applicable.
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Liquidity risk
We are exposed to liquidity risk, which is the risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions to obtain short-term funding to meet the liquidity shortage.
Inflation risk
Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if our revenues do not increase with such increased costs.
Interest rate risk
Our exposure to interest rate risk primarily relates to the interest rate that our deposited cash can earn. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. An increase in interest rates, however, may raise the cost of any debt we incur in the future.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
We do not have any American Depositary Shares.
57
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not Applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
On September 26, 2018, we filed a definitive proxy statement to change our place of incorporation from Nevada to the Cayman Islands. The re-domicile involved the Company’s merger with a newly formed subsidiary, as a result of which we became a wholly owned subsidiary of a Cayman Islands holding company (“CADC Cayman”). Each outstanding share of common stock of the Company was converted into the right to receive one ordinary share of CADC Cayman, which was issued by CADC Cayman in connection with the merger pursuant to a registered offering. There were no material modifications to the rights of our shareholders during the year ended June 30, 2025.
ITEM 15. CONTROLS AND PROCEDURES
| (a) | Disclosure Controls and Procedures |
Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.
Based on that evaluation, we concluded that as of June 30, 2025, due to the material weaknesses in our internal control over financial reporting discussed below, our disclosure controls and procedures were not effective.
| (b) | Management’s Annual Report on Internal Control Over Financial Reporting |
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements or external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate. The management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, they concluded that as of June 30, 2025, due to the material weaknesses in the internal control over financial reporting discussed below, the disclosure controls and procedures were not effective.
| ● | The personnel primarily responsible for the preparation of our financial statements did not have requisite levels of knowledge, experience and training in the application of U.S. GAAP commensurate with our financial reporting requirements; |
| ● | Ineffective supervision of the Company’s internal and disclosure controls over financial reporting; |
| ● | In addition, management identified certain deficiencies related to the monitoring of advances, receivables, and the impairment assessment of intangible assets. Specifically, controls over (i) due diligence and credit risk evaluation of third-party counterparties, (ii) ongoing monitoring of prepayments and receivables arising from cooperation and licensing arrangements, and (iii) timely identification and evaluation of impairment indicators for intangible assets were not operating effectively. These deficiencies resulted in delayed recognition of expected credit losses and impairment charges during the period; and |
| ● | Controls over preparation and review of formal cash flow forecasts were not operating effectively. Management did not prepare detailed, forward-looking cash flow projections to support its going concern assessment. The absence of forecasts increases the risk that liquidity shortfalls may not be timely identified, potentially affecting the reliability of management’s evaluation of the Company’s ability to continue as a going concern and the adequacy of related disclosures. |
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Management is in the process of re-assessing the design of certain control activities and developing its remediation plan for the above identified weaknesses. The Company’s actions are subject to ongoing senior management review, as well as Audit Committee oversight. The Company has implemented or will implement the following remedial measures within its resources as soon as practicable:
| ● | Establishing an internal audit function or engage an external consulting firm, to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal controls, including |
| o | Implementing enhanced due-diligence and approval procedures for significant advances and counterparties. |
| o | Establishing periodic review and reconciliation controls over outstanding prepayments and receivables. |
| o | Enhancing impairment review processes for intangible assets, including regular technical and commercial viability assessments. |
In addition, the Company has initiated remediation actions to strengthen its control environment, including:
| ● | Implementing formal cash flow forecasting processes to support liquidity and going concern assessments, including scenario analysis for new business initiatives and financing plans; and |
| ● | Providing additional training to finance and operational personnel on U.S. GAAP requirements for impairment and credit loss recognition. |
| (c) | Attestation Report of the Registered Public Accounting Firm |
Not applicable.
| (d) | Changes in Internal Control over Financial Reporting |
The management is committed to improving the internal controls over financial reporting and will undertake consistent improvements or enhancements on an ongoing basis. Except as described above, there were no changes in our internal controls over financial reporting during our fiscal year ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. RESERVED
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our audit committee consists of Hung-Jen Kuo, Honglei Jiang and Yan Zhang. Our board of directors has determined Hung-Jen Kuo, Honglei Jiang and Yan Zhang are “independent directors” within the meaning of Nasdaq Stock Market Rule 5605(a)(2) and meet the criteria for independence set forth in Rule 10A−3(b) of the Exchange Act. Hung-Jen Kuo, Honglei Jiang and Yan Zhang meet the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.
ITEM 16B. CODE OF ETHICS
The Board has adopted a Code of Conduct and Ethics that applies to the Company’s directors, officers and employees. A copy of this policy is available via our website at www.colorstarinternational.com. Printed copies of our Code of Ethics may be obtained, without charge, by contacting the Corporate Secretary, Zeta Network Group, located at 80 Broad Street, 5th Floor, New York, NY 10005.
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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our principal external auditors, for the periods indicated.
| Year Ended June 30, 2025 | Year Ended June 30, 2024 | |||||||
| Audit fees(1) | $ | 343,503 | 148,110 | |||||
| Audit related fees(2) | - | - | ||||||
| Tax fees(3) | - | - | ||||||
| All other fees(4) | 18,800 | - | ||||||
| Total | $ | 362,303 | 148,110 | |||||
| (1) | “Audit fees” means the aggregate fees billed for each of the fiscal years for professional services rendered by our principal accountant for the audit of our annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. |
| (2) | “Audit related fees” means the aggregate fees billed in each of the fiscal years for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.” |
| (3) | “Tax Fees” represents the aggregate fees billed in each of the fiscal years for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning. |
| (4) | “All Other Fees” represents the aggregate fees billed in each of the fiscal years listed for products and services provided by our principal accountant other than services reported under “Audit fees,” “Audit-related fees” and “Tax fees.” |
The policy of our audit committee and our board of directors is to pre-approve all audit and non-audit services provided by our principal auditors, including audit services, audit-related services, and other services as described above, other than those for de minimis services which are approved by the audit committee or our board of directors prior to the completion of the services.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not Applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not Applicable.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 16G. CORPORATE GOVERNANCE
Other than as described in this section, our corporate governance practices do not differ from those followed by domestic companies listed on the Nasdaq Capital Market. Nasdaq Listing Rule 5635 generally provides that shareholder approval is required of U.S. domestic companies listed on the Nasdaq Capital Market prior to issuance (or potential issuance) of securities (i) equaling 20% or more of the company’s common stock or voting power for less than the greater of market or book value (ii) resulting in a change of control of the company; and (iii) which is being issued pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended. Notwithstanding this general requirement, Nasdaq Listing Rule 5615(a)(3)(A) permits foreign private issuers to follow their home country practice rather than these shareholder approval requirements. The Cayman Islands do not require shareholder approval prior to any of the foregoing types of issuances. The Company, therefore, is not required to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described above. The Board of Directors of the Company has elected to follow the Company’s home country rules as to such issuances and will not be required to seek shareholder approval prior to entering into such a transaction.
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ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADER POLICY
The Company’s
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We believe that cybersecurity is important to our operations and we recognize the importance of timely and appropriately assessing, preventing, identifying and managing risks associated with cybersecurity threats. Such risks include, among other things, potential operational risks, financial risks, intellectual property theft, fraud, extortion, harm to employees and clients, violation of privacy and other litigation and legal risks, and reputational risks.
We do
In the year ended June 30, 2025, we have not encountered any cybersecurity incidents which have affected or are reasonably likely to affect us, and we have not implemented any specific policies with respect to monitoring and managing cybersecurity threats. However, we intend to adopt cybersecurity processes, technologies and controls to aid in our efforts to assess, prevent, identify and manage such risks. We cannot assure that we will not encounter any material cybersecurity incidents in the future or that our business operations, financial position or results of operations will not be materially and adversely affected as a result. Since we do not currently implement a comprehensive cybersecurity risk management program, our efforts may not be adequate, and we may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition.
Governance
The Board of Directors oversees the Company’s cybersecurity risks management and receives and reviews management reports on material cybersecurity risks and issues on an as-needed basis. In particular, the Board reviews and approves the cybersecurity-related disclosure in the periodic reports (including our annual reports on Form 20-F) of the Company.
Our research and development (“R&D”) team has the primary responsibility for day-to-day assessment and management of cybersecurity risks. When cybersecurity incidents occur, our R&D team will collect the relevant information, prepare solutions to address the issues, and report the incidents to our management, which supervises our R&D team.
61
PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements and related notes required by this item are contained on pages F-1 through F-37.
ITEM 19. EXHIBITS
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63
| * | Filed herewith. |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| ZETA NETWORK GROUP | ||
| /s/ Samantha Huang | ||
| Name: | Samantha Huang | |
| Title: | Chief Executive Officer | |
| Date: November 12, 2025 | ||
65
ZETA NETWORK GROUP
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 |
Assentsure
PAC 180B Bencoolen Street #03-01 The
Bencoolen Singapore 189648 |
To the Shareholders and Board of Directors of Zeta Network Group (formerly known as Color Star Technology Co., Ltd.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Zeta Network Group and its subsidiaries (collectively, the “Company”) as of June 30, 2025, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the year ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial positions of the Company as of June 30, 2025, and the results of its operations and cash flows for the year ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph - Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring operating losses of $43.0 million, experienced negative cash flows from operating activities of $8.3 million, and has an accumulated deficit of $255.1 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date the financial statements are issued. Management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our opinion is not modified with respect to this matter.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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.
F-2
|
Assentsure
PAC 180B Bencoolen Street #03-01 The
Bencoolen Singapore 189648 |
We conducted our audit 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 consolidated 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 audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.
| 1. | Going Concern |
As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring losses, an accumulated deficit of approximately $255.1 million as of June 30, 2025, negative operating cash flows, and a net current liability position. These conditions, along with the Company’s reliance on external financing and uncertainties related to its new cryptocurrency mining operations, raise substantial doubt about its ability to continue as a going concern. Management’s plans in response to these conditions include obtaining additional debt and equity financing and expanding cryptocurrency mining activities. The financial statements have been prepared on a going concern basis, and no adjustments have been made for this uncertainty.
F-3
|
Assentsure
PAC 180B Bencoolen Street #03-01 The
Bencoolen Singapore 189648 |
We identified the evaluation of the Company’s ability to continue as a going concern as a Critical Audit Matter. This matter involved especially challenging and subjective auditor judgment in evaluating management’s assessment of future liquidity, the feasibility of financing plans, and the adequacy of the related disclosures. Significant judgment was required in considering the uncertainty around management’s ability to execute its plans and the effect of subsequent events, including:
| ● | the September 22, 2025 Settlement Agreement (amended on October 31, 2025) with FT Global Capital Inc. which required a $950,000 lump-sum cash payment and reduced near-term liquidity; and |
| ● | the July 25, 2025 restructuring of the remaining $31.6 million balance for cryptocurrency mining equipment into a secured term loan, following a $3.4 million cash payment, which increased near-term financing obligations. |
How the Matter Was Addressed in the Audit
Our audit procedures related to management’s evaluation of the Company’s ability to continue as a going concern included the following, among others:
| ● | Evaluated management’s assessment of liquidity, financial condition, and ability to meet obligations as they become due for at least twelve months from the date the financial statements are issued; |
| ● | Inquired of management regarding their plans to obtain additional financing and assessed the feasibility of such plans, including consideration of debt and equity financings completed during and subsequent to the fiscal year; |
| ● | Evaluated subsequent events, including the September 22, 2025 Settlement Agreement and the July 25, 2025 mining equipment payment restructuring, and assessed their impact on liquidity and solvency; |
| ● | Reviewed board minutes and communications with those charged with governance related to going concern considerations; and |
| ● | Assessed the adequacy of the going concern disclosures in the consolidated financial statements. |
We concluded that the disclosure in Note 2 appropriately describes the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern and that management’s plans, including sourcing funds for the secured term loan and other financing arrangements, have been adequately disclosed.
| 2. | Impairment of Property, Plant and Equipment and Intangible Assets |
The Company’s property, plant and equipment primarily comprise cryptocurrency mining equipment, while its intangible assets primarily comprise music copyrights, performance rights, and internally developed software applications supporting its digital entertainment and online content businesses. As discussed in Note 7 and Note 8 to the consolidated financial statements respectively, management evaluates the recoverability of these assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
F-4
|
Assentsure
PAC 180B Bencoolen Street #03-01 The
Bencoolen Singapore 189648 |
We identified the impairment assessment of property, plant and equipment and intangible assets as a Critical Audit Matter. This matter involved especially challenging and subjective auditor judgment due to the significant estimates and assumptions required by management, including projected future cash flows, useful lives, cryptocurrency pricing, energy costs, operational efficiency, technological and regulatory changes, and market acceptance. The assessment was further complicated by technical malfunctions and regulatory compliance requirements affecting one of the Company’s core digital platforms, which led to a full impairment loss of US$14.6 million.
How the Matter Was Addressed in the Audit
Our audit procedures related to assessment of impairment of property, plant and equipment and intangible assets included the following, among others:
| ● | Obtained and evaluated supporting documentation to verify ownership rights of property, plant and equipment and intangible assets. |
| ● | Reviewed management’s identification of impairment indicators for both intangible assets and cryptocurrency mining equipment. |
| ● | Evaluated management’s impairment calculations for the digital platform. |
| ● | Discussed with management their considerations regarding the cryptocurrency mining equipment and reviewed available operational and financial information to assess recoverability. |
| ● | Reviewed the disclosures in the consolidated financial statements related to impairment and useful lives of property, plant, and equipment and intangible assets. |
Conclusion: Based on our procedures, we consider the US$14.6 million impairment provision recognized for the digital platform to be adequate. In respect of the cryptocurrency mining equipment, we agree with management’s assessment that no impairment was required as of June 30, 2025. The related disclosures in the financial statements are appropriate and reflect the judgments and circumstances considered in the impairment assessments.
| 3. | Assessment of Expected Credit Losses (“ECL”) for Accounts Receivable, Other Receivables, and Prepayments |
We identified the assessment of expected credit losses for accounts receivable, other receivables, and prepayments as a critical audit matter because it involved especially challenging and subjective auditor judgment. Management’s assessment under the CECL model required evaluating the recoverability of financial assets based on historical experience, current conditions, and project-specific risks, including significant delays, cancellations, and counterparties’ inability or unwillingness to perform. The matter was material to the financial statements and highly sensitive to management’s assumptions, making the audit effort particularly complex.
F-5
|
Assentsure
PAC 180B Bencoolen Street #03-01 The
Bencoolen Singapore 189648 |
How the Matter Was Addressed in the Audit
Our audit procedures included the following:
| ● | Reviewed management’s assessment of recoverability and supporting documentation, including contracts, project status updates, and correspondence with counterparties. |
| ● | Evaluated whether the allowance for credit losses and prepayment impairments was appropriately recognized in accordance with ASC 326. |
| ● | Assessed key estimates and judgments regarding project cancellations, delays, and counterparty performance, totalling US$10.5 million in prepayments and US$24.8 million in other receivables. |
| ● | Considered subsequent events and recoveries and discussed with management their assessment of the likelihood of collection. |
Conclusion: Based on our procedures, we found no evidence to dispute management’s recognition of expected credit losses on accounts receivable, other receivables, and prepayments. The assessment appropriately reflects the risks arising from project delays, cancellations, and counterparty non-performance as of June 30, 2025. Disclosures in the financial statements regarding expected credit losses are considered adequate.
/s/ Assentsure PAC
We have served as the Company’s auditor since 2025.
November 12, 2025
PCAOB
ID:
F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Zeta Network Group (formerly known as Color Star Technology Co., Ltd.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Color Star Technology Co., Ltd. and its subsidiaries (collectively, the “Company”) as of June 30, 2024, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the two years in the period ended June 30, 2024, and the related notes to the consolidated financial statements and schedule (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and cash flows for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring operating losses and negative cash flows from operating activities and has an accumulated deficits, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-7
Critical Audit Matter
The critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Going concern evaluation
Description of the Matter
As reflected in the financial statements, the Company has a history of operating losses and negative operating cash flows for the year ended June 30, 2024. Accordingly, the Company has determined that these factors raise substantial doubt as to the its ability to continue as a going concern for a period of one year from the issuance of this consolidated financial statements. As discussed in Note 2 to the financial statements, management intends to transform the Color World App into a fee subscription version, and fund its business by way of private placements as may be required. However, the Company has not concluded that these plans alleviate the substantial doubt related to its ability to continue as a going concern.
This significant unusual situation is a critical audit matter as it relates to a material disclosure of going concern and involved complex estimation by management.
The procedures we performed to address this critical audit matter, among others, included:
| ● | Obtaining an understanding, and evaluating management’s assessment on whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern for a reasonable period of time; |
| ● | Assessing the management’s plans and forecast, and obtaining sufficient appropriate audit evidence to determine whether the substantial doubt can be alleviated or still exists; |
| ● | Reviewing the relevant disclosures to the consolidated financial statements. |
Impairment assessment on intangible assets
Description of the Matter
As reflected in the financial statements, at June 30, 2024, the Company’s intangible assets was approximately $17 million. As disclosed in Note 2 to the financial statements, long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable.
Auditing management’s impairment tests of long-lived assets was complex and judgmental due to the significant measurement uncertainty in determining the fair values of long-lived assets. In particular, the fair value estimates require management to make significant estimates and assumptions related to forecasts of future revenues and operating margins and discount rates. Changes in these assumptions could have a significant impact on the fair value estimates for long-lived assets.
The procedures we performed to address this critical audit matter, among others, included:
| ● | Testing the effectiveness of controls relating to management’s impairment tests, including controls over the determination of the fair value of long-lived assets; |
| ● | We assess the historical accuracy of management’s estimate by comparing past projections to actual performance. |
/s/ Audit Alliance LLP
We have served as the Company’s auditor since 2021.
Singapore,
October 17, 2024
PCAOB ID 3487
F-8
ZETA NETWORK GROUP AND SUBSIDIARIES
(FORMERLY KNOWN AS COLOR STAR TECHNOLOGY CO. LTD)
CONSOLIDATED BALANCE SHEETS
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other receivables, net | ||||||||
| Prepayments, net | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use asset | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Other payables and accrued liabilities | ||||||||
| Other payables - related parties | ||||||||
| Lease liability - current | ||||||||
| Convertible notes payable | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Lease liability - non-current | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Deferred stock compensation | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-9
ZETA NETWORK GROUP AND SUBSIDIARIES
(FORMERLY KNOWN AS COLOR STAR TECHNOLOGY CO. LTD)
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| REVENUE | $ | $ | $ | |||||||||
| COST OF REVENUE | ||||||||||||
| Cost of revenue (exclusive of depreciation expenses) | ||||||||||||
| Cost of revenue - depreciation expenses | ||||||||||||
| TOTAL COST OF REVENUE | ||||||||||||
| GROSS (LOSS) PROFIT | ( | ) | ||||||||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ( | ) | ||||||
| ALLOWANCE FOR CREDIT LOSSES | ( | ) | ( | ) | ( | ) | ||||||
| PROVISION FOR IMPAIRMENT LOSS ON PREPAYMENTS | ( | ) | ||||||||||
| RESEARCH AND DEVELOPMENT EXPENSES | ( | ) | ||||||||||
| STOCK COMPENSATION EXPENSE | ( | ) | ( | ) | ( | ) | ||||||
| IMPAIRMENT LOSS OF INTANGIBLE ASSETS | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ||||||
| OTHER (EXPENSE) INCOME, NET | ||||||||||||
| Other (expense) income, net | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||
| Loss on extinguishment of debts | ( | ) | ||||||||||
| Amortization of debt issuance costs | ( | ) | ( | ) | ||||||||
| Finance expense | ( | ) | ( | ) | ( | ) | ||||||
| TOTAL OTHER (EXPENSE) INCOME, NET | ( | ) | ( | ) | ||||||||
| LOSS BEFORE PROVISION FOR INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||
| PROVISION FOR INCOME TAXES | ||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| LOSS PER CLASS A and CLASS B ORDINARY SHARE | ||||||||||||
| Weighted average number of shares* | ||||||||||||
| Basic and diluted | ||||||||||||
| Loss per share - basic and diluted* | ||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-10
ZETA NETWORK GROUP AND SUBSIDIARIES
(FORMERLY KNOWN AS COLOR STAR TECHNOLOGY CO. LTD)
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY
| Class A Ordinary shares* | Class B Ordinary shares* | Additional | Deferred | |||||||||||||||||||||||||||||
| Number | Par | Number | Par | paid-in | share | Accumulated | ||||||||||||||||||||||||||
| of shares | amount | of shares | amount | capital | compensation | deficit | Total | |||||||||||||||||||||||||
| BALANCE, June 30, 2022 | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Sale of units | - | |||||||||||||||||||||||||||||||
| Sale of ordinary shares | - | |||||||||||||||||||||||||||||||
| Ordinary shares issued for acquisition of intangible assets | - | |||||||||||||||||||||||||||||||
| Ordinary shares issued for services | - | ( | ) | |||||||||||||||||||||||||||||
| Ordinary shares issued for compensation | - | ( | ) | |||||||||||||||||||||||||||||
| Ordinary shares issued for exercise of warrants | - | |||||||||||||||||||||||||||||||
| Conversion of Class A ordinary shares into Class B shares | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Forfeiture of unvested restricted ordinary shares | - | - | ( | ) | ||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Sale of ordinary shares | - | |||||||||||||||||||||||||||||||
| Ordinary shares issued for acquisition of intangible assets | - | |||||||||||||||||||||||||||||||
| Ordinary shares issued for acquisition of concert cooperation rights | - | |||||||||||||||||||||||||||||||
| Cashless exercise of warrants into ordinary shares | - | |||||||||||||||||||||||||||||||
| Conversion of convertible notes payable into ordinary shares | ||||||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Sale of ordinary shares | ||||||||||||||||||||||||||||||||
| Cashless exercise of warrants into ordinary shares | ( | ) | ||||||||||||||||||||||||||||||
| Conversion of convertible notes payable into ordinary shares | - | |||||||||||||||||||||||||||||||
| Issuance of warrants in connection with the issuance of convertible notes | - | - | ||||||||||||||||||||||||||||||
| Ordinary shares issued for acquisition of equipment | - | |||||||||||||||||||||||||||||||
| Ordinary shares issued for compensation | ||||||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of fractional shares upon the | - | ( | ) | |||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-11
ZETA NETWORK GROUP AND SUBSIDIARIES
(FORMERLY KNOWN AS COLOR STAR TECHNOLOGY CO. LTD)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Allowance for credit losses | ||||||||||||
| Provision for impairment loss on prepayments | ||||||||||||
| Depreciation | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Amortization of right of use asset | ||||||||||||
| Stock compensation expense | ||||||||||||
| Impairment loss of intangible assets | ||||||||||||
| Loss on extinguishment of debts on convertible notes payable | ||||||||||||
| Finance expense on convertible notes payable | ||||||||||||
| Amortization of debt issuance costs | ||||||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||
| Other receivables | ( | ) | ||||||||||
| Prepayments | ( | ) | ( | ) | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Lease liabilities | ||||||||||||
| Other payables and accrued liabilities | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Loan to a third party | ( | ) | ||||||||||
| Proceeds from loan repayment by a third party | ||||||||||||
| Purchase of equipment | ( | ) | ||||||||||
| Net cash used in investing activities | ( | ) | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Borrowings from related parties | ||||||||||||
| Repayment of borrowings from related parties | ( | ) | ||||||||||
| Proceeds from convertible notes, net of debt issuance costs | ||||||||||||
| Repayment for a convertible note | ( | ) | ||||||||||
| Proceeds from issuance of units, net of offering costs | ||||||||||||
| Proceeds from issuance of ordinary shares, net of offering costs | ||||||||||||
| Proceeds from exercise of warrants | ||||||||||||
| Net cash provided by financing activities | ||||||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||||||
| CASH AND CASH EQUIVALENTS, beginning of year | ||||||||||||
| CASH AND CASH EQUIVALENTS, end of year | $ | $ | $ | |||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for interest expense | $ | $ | $ | |||||||||
| Cash paid for income tax | $ | $ | $ | |||||||||
| NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Initial recognition of operating right of use asset and lease liability | $ | $ | $ | |||||||||
| Ordinary shares issued for prepayments on concert cooperation rights | $ | $ | $ | |||||||||
| Ordinary shares issued for acquisition of intangible assets | $ | $ | $ | |||||||||
| Debt issuance costs for convertible notes included in other payables and accrued liabilities | $ | $ | $ | |||||||||
| Cashless exercise of warrants into ordinary shares | $ | $ | $ | |||||||||
| Conversion of convertible notes and interest payables into ordinary shares | $ | $ | $ | |||||||||
| Fair value of warrants issued in connection with the issuance of convertible notes | $ | $ | $ | |||||||||
| Issuance of ordinary shares with proceeds included in other payables and accrued liabilities | $ | $ | $ | |||||||||
| Ordinary shares issued for acquisition of equipment | $ | $ | $ | |||||||||
| Capital expenditure payable | $ | $ | $ | |||||||||
| Exchange of BTC into USDT | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-12
ZETA NETWORK GROUP
AND SUBSIDIARIES
(FORMERLY KNOWN AS COLOR STAR TECHNOLOGY CO. LTD)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and description of business
Zeta Network Group (formerly known as Color Star Technology Co., Ltd., the “Company”, or “Zeta”) is an entertainment and education company which provides online entertainment performances and online music education services via its wholly-owned subsidiary, Color Star DMCC (“DMCC”). The Company also engages in cryptocurrency mining via its wholly-owned subsidiary, Model Queen Limited (“Model Queen”).
On June 29, 2025, the Company changed its name from “Color Star Technology Co., Ltd.” to “Zeta Network Group.”
CACM Group NY, Inc.
On August 20, 2018, CACM
Group NY, Inc. (“CACM”) was incorporated in the State of New York and is
Color Metaverse Pte. Ltd.
On February 21, 2022, Color Metaverse Pte. Ltd. (“Color Metaverse”), a private company limited by shares, was incorporated in Singapore and is wholly established and owned by the Company. As of the date of this report, Color Metaverse has not commenced operations.
Color Star Technology Ohio Inc.
On August 11, 2022, Color
Star Technology Ohio Inc. (“Color Star Ohio”) was incorporated in the State of Ohio and is
Color Star DMCC
On January 23, 2023, Color
Star DMCC (“DMCC”) was incorporated in the United Arab Emirates with share capital of AED
Model Queen Limited
On August 9, 2023, Model
Queen Limited (“Model Queen”) was incorporated in Hong Kong Special Administrative Region and is
Hainan Yuhai Entertainment Co. Ltd.
On September 14, 2023, Hainan
Yuhai Entertainment Co. Ltd. (“Color Star Hainan”) was incorporated in the Hainan Province of the People’s Republic
of China (PRC) with registered capital of RMB
F-13
Note 2 – Summary of significant accounting policies
Going concern uncertainty
The Company had an accumulated
deficit of approximately $
During the year ended June 30, 2025, the Company acquired cryptocurrency mining equipment in February 2025 and began generating income in April 2025. While the mining operations represent a potential new revenue stream, the Company incurred a gross margin loss, primarily due to high energy costs, depreciation of mining equipment, and other direct operating costs exceeding the revenue from cryptocurrency production. These results reflect the early-stage and capital-intensive nature of the business, as well as exposure to market volatility and regulatory risks in the digital asset space.
In response to its liquidity and operational challenges, management has taken several steps intended to support the Company’s ongoing operations:
| - | Completed several debt financings and received net proceeds of $ |
| - | Closed a $ |
| - | Closed a $ |
| - | Continues to pursue additional equity and debt financing opportunities. |
Subsequent to year-end, the Company undertook the following events that affect its liquidity and going concern assessment:
| - | Settlement Agreement with FTGC: On September 22, 2025, the Company entered into a Settlement Agreement with FTGC. On October 31, 2025, the parties amended the agreement to provide for a lump-sum cash payment of $ |
| - | July 25, 2025, Restructuring of Mining Equipment Payment: Due to regulatory concerns
related to prior share consideration, the remaining balance of $ |
Management’s assessment of the Company’s ability to continue as a going concern involves significant judgment, including evaluating the feasibility of financing plans, potential cash flows from new business initiatives, and the impact of subsequent events. Key uncertainties include the execution of additional debt and equity financings, the timing and success of cryptocurrency mining operations, and obligations under the September 22, 2025 Settlement Agreement with FTGC, as well as the restructuring of certain mining equipment obligations into a secured term loan.
While these actions may improve liquidity and support near-term operations, the Company’s ability to continue as a going concern is dependent on the successful execution of these plans. There is no assurance that the Company will be able to generate positive cash flow, improve gross margins, or secure additional funding when needed.
Accordingly, substantial doubt remains about the Company’s ability to continue as a going concern. These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to operate and meet its obligations as they come due. No adjustments have been made to the financial statements as a result of this uncertainty.
F-14
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements include the accounts of all the directly and indirectly owned subsidiaries listed below. All intercompany transactions and balances have been eliminated in consolidation.
Principles of consolidation
The consolidated financial
statements reflect the activities of the following subsidiaries.
| Subsidiaries | Place incorporated | Ownership percentage | ||
| CACM | ||||
| Color Metaverse | ||||
| Color Star Ohio | ||||
| DMCC | ||||
| Model Queen | ||||
| Color Star Hainan(1) |
| (1) |
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 periods. The significant estimates and assumptions made in the preparation of the Company’s consolidated financial statements include the allowance for credit losses of accounts receivable, other receivables and prepayment, stock-based compensation, and impairment and useful lives of plant and equipment and intangible assets. Actual results could be materially different from those estimates.
Revenue recognition
The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC 606) to recognize its revenue for all periods presented. The core principle underlying this ASU is that the Company recognizes its revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
The ASU requires the use of a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no material differences in the pattern of revenue recognition.
F-15
The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration to collect is substantially probable.
The Company offered the following services:
| (a) | Concerts and Entertainment Events |
Sale of concerts and entertainment events is accounted for as a single performance obligation which is satisfied at a point in time on the day of the events.
| (b) | Construction Management Consulting Services |
Sale of construction management consulting services is accounted for as a single performance obligation which is satisfied at a point in time at the time the services are performed.
| (c) | Cryptocurrency mining |
The Company engages in cryptocurrency mining by providing computing power in a third-party operated mining pool. The Company provides a service to perform hash calculations for the third-party operated mining pool, which is an output of the Company’s ordinary activities, in exchange for non-cash consideration in the form of Bitcoin (“BTC”).
The Company has identified the third-party mining pool operator as its customer (the “Customer”). The Company enters into a contract with the Customer to provide its hash calculations to the Customer’s mining pool. The contracts are terminable without penalty at any time by either party, and thus the contract term is shorter than a 24-hour period and the contracts are continuously renewed. Applying the criteria per ASC 606-10-25-1, the contract arises at the point that the Company provides hash calculations to the Customer’s mining pool, which is considered contract inception, because Customer consumption is in tandem with delivery of the hash calculations. The Company has identified a single performance obligation of providing hash calculations for the mining pool operator. The continuous renewal options do not represent material rights because they do not provide the Customer with the right to purchase additional goods or services at a discount. Specifically, the contract is renewed at the same terms, conditions, and rate as the current contract which is consistent with market rates, and there are no upfront or incremental fees in the initial contract. The Company has full control of the mining equipment used in the mining pool, and if the Company determines it will increase or decrease the hash rate calculations of its machines and/or fleet (i.e., for repairs or when power costs are excessive), the hash rate provided to the Customer will correspondingly increase or decrease.
The Company receives non-cash consideration in the form of BTC, fair value of which the Company measures at 23:59:59 UTC on the date of contract inception using the Company’s principal market for BTC. The Company has determined CoinMarketCap to be its principal market for BTC as defined in ASC 820. The contract renews continuously throughout the day, and thus the value of the consideration should be assessed continuously throughout the day, and the Company has concluded to use the 23:59:59 UTC BTC price each day. According to the Customer contract, daily settlements are made to the Company by the Customer based on the hash calculations provided over the contract periods occurring over a 24-hour period and the payout is made the following day. There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items. The Company earns non-cash consideration based on the Full-Pay-Per-Share (“FPPS”) payout method set forth by the Customer in the form of BTC and exchanges them into USDT. There is a single performance obligation (i.e., to provide hash calculations or hash rate to the customer) for the contract; therefore, all consideration from the Customer is allocated to this single performance obligation. The Company’s performance is completed over time as the customer obtains control of the contributed hash rate. The performance obligation of hash calculations is fulfilled over time, as opposed to a point in time, because the Company provides the hash calculations throughout the contract period and the customer simultaneously obtains control of the service and uses it to produce BTC. There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of the performance, and there are no remaining performance obligations after providing hash calculations.
F-16
Information of revenues is as follows:
| For the Years Ended June 30, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Concerts and entertainment events | $ | $ | $ | |||||||||
| Construction management consulting services | ||||||||||||
| Cryptocurrency mining revenue | ||||||||||||
| Total revenue | $ | $ | $ | |||||||||
Financial instruments
US GAAP specifies a hierarchy of valuation techniques for determining the fair value of financial instruments and related fair value measurements based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The valuation hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with FASB ASC 820, the following summarizes the fair value hierarchy:
The three levels of inputs are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;
Level 3 inputs to the valuation methodology are unobservable.
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
Cash and cash equivalents
The Company considers all highly liquid investments with the original maturity of three months or less at the date of purchase to be cash equivalents.
USDT
USD Tether (“USDT”) is cryptocurrency-like crypto asset. The main difference between a stablecoin (such as USDT or USDC) and a payment cryptocurrency (such as BTC) is that a stablecoin is designed to ensure that its value remains constant when compared to a particular currency. This could be because the stablecoin is backed by an amount of currency held on deposit at a particular bank or though mathematical formulae that aim to balance demand and supply. It is a type of digital asset which the Company will hold to meet certain working capital requirements. The Company classifies USDT as a financial asset on the basis that one USDT can be redeemed for one US dollar from an issuer.
F-17
Cryptocurrency
Cryptocurrency (including BTC) is included in current assets in the accompanying consolidated balance sheets. Cryptocurrency awarded to the Company through its mining activities is accounted for in connection with the Company’s revenue recognition policy disclosed above.
Cryptocurrency held is accounted for as intangible asset with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured, which is measured at the lowest observable fair value of the cryptocurrency since acquisition, based on quoted market prices. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For the years ended June 30, 2025, 2024 and 2023, no impairment loss was recorded.
Purchases of cryptocurrency by the Company are included within investing activities in accompanying consolidated statements of cash flows, while cryptocurrency awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of cryptocurrency are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting.
Accounts receivable, net
Accounts receivable include receivables from Color World platform subscription fees due from App payment collections agent, from entertainment event sales, from construction consultancy customers, and from cryptocurrency mining revenue, net of an allowance for credit losses. Accounts receivable are recorded at subscription fees, entertainment event sales, and cryptocurrency mining revenue amount received from the Company’s customers, and do not bear interest. Allowance for credit losses for accounts receivable is established based on various factors including historical payments and current economic trends. The Company reviews its allowance for accounts receivable by assessing individual accounts receivable over a specific aging and amount. All other balances are pooled based on historical collection experience. The estimate of expected credit losses is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect collectability. Accounts receivable are written off on a case-by-case basis after exhaustive efforts at collection are made, net of any amounts that may be collected.
Other receivables, net
Other receivables primarily include security deposit, receivables from sale of concert rights, and receivables from vendors upon cancellation of concerts, net of an allowance for credit losses. Allowance for credit losses for other receivables is established based on various factors including historical payments and current economic trends. The Company reviews its allowance for other receivables by assessing individual other receivables over a specific aging and amount. All other balances are pooled based on historical collection experience. The estimate of expected credit losses is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect collectability. Other receivables are written off on a case-by-case basis after exhaustive efforts at collection are made, net of any amount that may be collected.
Prepayments, net
Prepayments include funds deposited or advanced to outside vendors for future performance obligations, program license fees and service fees, and prepayment for right, title and interests in music works. As a standard practice in the music performance industry, many of the Company’s vendors require a certain amount to be deposited with them as a guarantee that the Company will complete its purchases on a timely basis. The Company has legally binding contracts with its vendors, the prepayments will be used to offset performance fees, program license fees, purchase price or service fees, and the amounts are refundable and bear no interest if outside vendors breach the contracts. Provision for impairment loss on prepayments is established based on various factors including factual situation and current economic trends. The Company reviews its provision for impairment loss on prepayments by assessing individual prepayments over the contractual term. The estimate of expected impairment loss is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect collectability. Prepayments are written off on a case-by-case basis after exhaustive efforts at recovery are made, net of any amount that may be recovered.
F-18
Plant and equipment, net
Plant and equipment are stated
at cost or at fair value of the identifiable assets acquired on the acquisition date less accumulated depreciation and impairment loss.
Expenditures for maintenance and repairs are charged to operations as incurred while additions, renewals and improvements are capitalized.
Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method
with
The estimated useful lives of assets are as follows:
| Useful life | ||
| Office equipment | ||
| Cryptocurrency mining equipment* |
| * |
Intangible assets, net
Intangible assets are stated
at cost, less accumulated amortization. Amortization expense is recognized on the straight-line basis over the estimated useful lives
of the assets. The Company has obtained copyrights to use the online education academy courses for
Accounting for long-lived assets
The Company classifies its long-lived assets into: (i) office equipment (ii) cryptocurrency mining equipment, and (iii) intangible assets.
Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technological or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.
F-19
If the value of an asset is determined to be impaired, the impairment to be recognized is measured in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value, less disposition costs.
There were $
Accounts payable
Accounts payable represent royal fees payable to the Company’s vendor which were incurred from the revenues generated of its on-demand contents in the Color World Platform.
Leases
The Company accounts for leases in accordance with ASC 842 “Leases”. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similarly owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.
Leases with an initial term of 12 months or less are not recorded on the balance sheet as operating lease ROU assets and lease liabilities.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.
Convertible notes
Upon adoption of ASU 2020-06 on July 1, 2021, the elimination of the beneficial conversion feature (“BCF”) and cash conversion models in ASC 470-20 that requires separate accounting for embedded conversion features in convertible instruments results in the convertible debt instruments being recorded as a single liability (i.e., there is no separation of the conversion feature, and all proceeds are allocated to the convertible debt instruments as a single unit of account). Unless conversion features are derivatives that must be bifurcated from the host contracts in accordance with ASC 815-15 or, in the case of convertible debt, if the instruments are issued with a substantial premium, in the latter case, ASC 470-20-25-13 requires the substantial premium to be attributable to the conversion feature and recorded in additional paid-in capital (APIC).
F-20
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Class A and Class B Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. Warrants that do not meet all the criteria for equity classification are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The Company determined that upon the review of its warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment.
For issued warrants that meet all of the criteria for equity classification and issued with debt instruments, the proceeds from the sale of the debt instruments are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants is accounted for as paid-in capital. The remainder of the proceeds is allocated to the debt instrument portion of the transaction at a discount and amortized over the term of the debt instrument using the effective interest rate method.
Stock-based compensation
The Company records stock-based compensation expenses for employees at fair value on the grant date and recognizes the expense over the employee’s requisite service period. The Company’s expected volatility assumption is based on the historical volatility of the Company’s stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination rate. The risk-free interest rate for the expected term of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the Company’s current and expected dividend policy.
The Company records stock-based compensation expenses for non-employees at fair value on the grant date and recognizes the expense over the service provider’s requisite service period.
Changes in these assumptions can materially affect the valuation of stock-based awards and the timing and amount of expense recognized in the financial statements. The Company regularly reviews these assumptions and updates them as necessary to reflect current market conditions and historical experience. Stock-based compensation expense is recognized on a graded vesting basis over the requisite service period in accordance with ASC 718, Compensation—Stock Compensation.
Income taxes
The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized.
ASC 740-10, “Accounting
for Uncertainty in Income Taxes,” defines uncertainty in income taxes and the evaluation of a tax position as a two-step process.
The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the
resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position
that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position
is measured at the largest amount of benefit that has a greater than
F-21
Loss per share
The Company reports earnings (loss) per share in accordance with U.S. GAAP, which requires presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings per share.
Basic loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the year using the two-class method. Using the two-class method, net loss is allocated between ordinary shares and other participating securities (i.e. preference shares) based on their participating rights.
Diluted loss per share takes into account the potential dilution that could occur if securities or other contracts, such as warrants, options, restricted stock-based grants and convertible preferred stock, to issue ordinary shares were exercised and converted into ordinary shares. Ordinary share equivalents having an anti-dilutive effect on loss per share are excluded from the calculation of diluted loss per share.
Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase ordinary shares at the average market price during the period. When the Company has a loss, no potential dilutive items are included since they would be anti-dilutive.
Stock dividends or stock splits are accounted for retroactively if the stock dividends or stock splits occur during the period, or retroactively if the stock dividends or stock splits occur after the end of the period but before the release of the financial statements, by considering it effective as of the beginning of the earliest period presented.
Segments
The Company uses the management
approach in determining reportable operating segments.
Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company evaluated the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures and believed that the adoption did not have a material effect on the Company’s consolidated financial statements.
F-22
In November 2023, the FASB issued ASU 2023 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update enhances segment disclosures by requiring disclosure of significant expenses included in a segment’s profit or loss measure, identification of the CODM, how the CODM uses the reported measure(s) to assess performance, and certain interim disclosures for segment profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, and retrospective application is required. The Company adopted this new guidance for its segment disclosures and allocates resources on a consolidated basis, using the significant revenue and expense categories of the Company as the key measurement (see Note 19 – Segment Information).
In December 2023, the FASB issued Accounting Standards Update No. 2023-08, Intangibles – “Goodwill and Other - Crypto Assets (Topic 350-60): Accounting for and Disclosure of Crypto Assets” (ASU 2023-08”), which requires entities to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. Additionally, ASU 2023-08 requires an entity to present crypto assets measured at fair value separately from other intangible assets in the balance sheets and record changes from remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. The amendments also require that an entity provide disclosures about significant holdings, contractual sale restrictions, and changes during the reporting period. The objectives of the amendments are to provide investors and other capital allocators with more decision-useful information that better reflects the underlying economics of crypto assets within the scope and an entity’s financial position while reducing cost and complexity associated with applying cost-less-impairment accounting. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company is assessing the impact of this ASU but does not expect it to have a material effect.
In March 2024, the FASB issued ASU 2024 02, Codification Improvements — Amendments to Remove References to the Concepts Statements, which removes references to the non-authoritative FASB Concepts Statements from various locations in the Codification. This update is effective for public business entities for fiscal years beginning after December 15, 2024 (and for other entities after December 15, 2025). Early adoption is permitted. The Company is assessing the impact of this ASU but does not expect it to have a material effect.
In November 2024, the FASB issued ASU 2024 03, Disaggregation of Income Statement Expenses (“DISE”), which requires more detailed disaggregation of cost and expense items in the notes to the financial statements. The standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.
In addition, the Company continues to monitor other recently issued but not yet effective pronouncements, including those with narrower scopes or clarifying amendments, and will assess their applicability and potential impact on its financial statements in future periods. 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 financial statements.
Note 3 – Cryptocurrency
The following table presents additional information about our cryptocurrency mining activities of BTC in coins and amounts during the year ended June 30, 2025:
| Quantities (in coins) | Cryptocurrency | |||||||
| BTC | Amounts | |||||||
| Balance on June 30, 2024 | $ | |||||||
| Revenue recognized from cryptocurrency mined | ||||||||
| USDT receivable | ( | ) | ( | ) | ||||
| Balance on June 30, 2025 | $ | |||||||
F-23
Note 4 – Accounts receivable, net
Accounts receivable consisted of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Color World platform subscription fees due from App payment collections agent | $ | $ | ||||||
| Entertainment event sales | ||||||||
| USDT receivables due from third-party mining pool operator | ||||||||
| Subtotal | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
For the years ended June
30, 2025, 2024 and 2023, the Company recognized $
Movements of allowance for credit losses consisted of the following as of the date indicated:
| June 30, 2025 | June 30, 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Ending balance | $ | $ | ||||||
Note 5 – Other receivables, net
Other receivables consisted of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Others | $ | $ | ||||||
| Receivables from vendors upon cancellation of concerts | ||||||||
| Receivables from sale of concert rights | ||||||||
| Other receivables | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Other receivables, net | $ | $ | ||||||
For the years ended June
30, 2025, 2024 and 2023, the Company recognized $
Movements of allowance for credit losses consisted of the following as of the date indicated:
| June 30, 2025 | June 30, 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Write off | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
F-24
Note 6 – Prepayments
Prepayments, consisted of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Prepayment for live concert and entertainment productions | $ | $ | ||||||
| Prepayment for transportation services | ||||||||
| Prepayment for payroll tax | ||||||||
| Less: Provision for impairment loss on prepayments | ( | ) | ||||||
| Prepayments | $ | $ | ||||||
For the years ended June
30, 2025, 2024 and 2023, the Company recognized $
Movements of allowance for credit losses consisted of the following as of the date indicated:
| June 30, 2025 | June 30, 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Ending balance | $ | $ | ||||||
Note 7 – Plant and equipment, net
Plant and equipment consist of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Office equipment | $ | $ | ||||||
| Cryptocurrency mining equipment* | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Plant and equipment, net | $ | $ | ||||||
| * |
Depreciation expenses were
$
Note 8 – Intangible assets, net
Intangible assets consist of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Copyrights of online education academy courses | $ | $ | ||||||
| Less: Accumulated amortization | ( | ) | ||||||
| Intangible assets, net | $ | $ | ||||||
Amortization expenses were
$
F-25
During the year ended June 30, 2025, the Company performed a review for impairment indicators under ASC 350-30, Intangibles—Goodwill and Other. Management noted significant adverse developments affecting one of its key online platforms, including:
| - | Compatibility issues arising from recent operating system updates, which caused instability in core functions of the application; |
| - | New data privacy and payment compliance requirements necessitating extensive restructuring of the App’s core modules; and |
| - | Technical disruptions experienced by third-party service providers critical to the platform’s operation, with no confirmed resolution timeline. |
Although the Company’s technical team continues to address these issues, the application remained non-operational and pending approval for launch as of the reporting date. Based on these conditions, management determined that the carrying value of the related intangible assets was not recoverable and recorded a full impairment of the associated balance.
On February 5, 2025, the
Company issued
Impairment loss on intangible
assets for the years ended June 30, 2025, 2024 and 2023 were $
Note 9 – Accounts payable
| June 30, 2025 | June 30, 2024 | |||||||
| Royal fees payable | $ | $ | ||||||
Note 10 – Other payables and accrued liabilities
Other payables and accrued liabilities of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Payroll and payroll tax payable | $ | $ | ||||||
| Accrued service fee | ||||||||
| Capital received in advance | ||||||||
| Note financing fee payable | ||||||||
| Capital expenditure payable(1) | ||||||||
| Other payables | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
| (1) |
F-26
Note 11 – Related party transactions
Other payables – related parties
Other payables – related party consisted of the following:
| Name of Related Party | Relationship | Nature | June 30, 2025 | June 30, 2024 | ||||||||
| Wei Zhang | $ | $ | ||||||||||
| Hui Xu | ||||||||||||
| Louis Luo | ||||||||||||
| Total | $ | $ | ||||||||||
Note 12 – Leases
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty.
In July 2023, the Company entered a lease agreement
for office space in Dubai, United Arab Emirates from August 4, 2023, through August 3, 2025, with a rental fee of $
The components of the lease expenses consist of the following:
| For the Years Ended | ||||||||||||
| June 30, | June 30, | June 30, | ||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Operating lease cost | ||||||||||||
| Lease expenses | $ | $ | $ | |||||||||
| Lease expenses – short-term | ||||||||||||
| Total lease expenses | $ | $ | $ | |||||||||
Weighted-average remaining term and discount rate related to leases were as follows:
| As of June 30, | As of June 30, | |||
| 2025 | 2024 | |||
| Weighted-average remaining term | ||||
| Operating lease | ||||
| Weighted-average discount rate | ||||
| Operating lease |
F-27
The Company’s commitments for minimum lease payment under these operating leases as of June 30, 2025, are as follows:
| Twelve months Ending June 30, | Operating Lease Amount | |||
| 2026 | $ | |||
| Thereafter | ||||
| Total minimum lease payments | ||||
| Less: discount | ( | ) | ||
| Present value of minimum lease payments | $ | |||
Note 13 – Convertible notes payable
On July 11, 2023, the Company
entered into a securities purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability
company (the “Investor”), pursuant to which the Company issued the Investor an unsecured promissory note on July 11, 2023
in the original principal amount of $
On January 19, 2024, the
Investor redeemed $
On August 13, 2024, the Company
entered into a securities purchase agreement with the Investor, pursuant to which the Company issued the Investor an unsecured promissory
note on August 13, 2024, in the original principal amount of $
Pursuant to the SPA dated
September 27, 2024, the Company initially issued senior secured convertible notes (the “Initial Notes”) together with accompanying
Series A Warrants to purchase up to
F-28
The Initial Notes are convertible
into the Company’s Ordinary Shares at the holder’s option, after
On October 8 and November
25, 2024, the Company entered into note exchange agreements (the “October Exchange Agreement” and the “November Exchange
Agreement”) with the purchasers who were parties to the SPA dated September 27, 2024 (the “Purchasers”). Under these
agreements, the Initial Notes were delivered back to the Company for cancellation and replaced with new convertible notes having substantially
similar terms (the “New Notes” and “New Notes 2”), except that the November Exchange Agreement introduced a floor
conversion price of $
Pursuant to the SPA dated
September 27, 2024, the Company may sell to the investors, from time to time, up to US$
On January 16, 2025, the
Company consummated an additional closing under the same SPA (the “Third Offering”), pursuant to which it issued senior secured
convertible notes to the Purchasers in the aggregate principal amount of approximately $
The New Notes 3 are convertible
into the Company’s Ordinary Shares at the holder’s option, immediately upon issuance, in whole or in part, until the New Notes
3 is fully converted, at the lower of (i) the fixed conversion price of $
As of June 30, 2025, and
2024, the convertible notes balance amount to $
F-29
Note 14 – Income taxes
(a) Corporate income tax
Zeta
Under the current laws of the Cayman Islands, Zeta is not subject to tax on income or capital gains. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
CACM
CACM is organized in the
New York State in the United States. CACM had taxable income for the U.S. income tax purposes for the years ended June 30, 2025, 2024
and 2023. The applicable tax rate is
Color Star Ohio
Color Star Ohio is organized
in the Ohio State in the United States. Color Star Ohio had taxable income for the U.S. income tax purposes for the years ended June
30, 2025, 2024 and 2023. The applicable tax rate is
Color Star Hainan
Color Star Hainan is incorporated
in the PRC and is subject to PRC Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance
with relevant PRC tax laws. The applicable tax rate is
Color Metaverse
Color Metaverse is incorporated
in Singapore and is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted
in accordance with relevant Singapore tax laws. The applicable tax rate is
Color DMCC
Color DMCC is incorporated in United Arab Emirates and is subject to
United Arab Emirates Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant
United Arab Emirates tax laws. The applicable tax rate is
Model Queen
Model Queen is organized
in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted
in accordance with relevant Hong Kong tax laws. The applicable tax rate is
| Loss before provision for income taxes consisted of: | For the Year Ended June 30, 2025 | For the Year Ended June 30, 2024 | For the Year Ended June 30, 2023 | |||||||||
| Cayman | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| United States | ( | ) | ( | ) | ( | ) | ||||||
| Hong Kong | ( | ) | ( | ) | ||||||||
| Dubai | ( | ) | ( | ) | ( | ) | ||||||
| PRC | ( | ) | ||||||||||
| Loss before provision for income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
F-30
The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended June 30, 2025, 2024 and 2023:
| For the Year Ended June 30, 2025 | For the Year Ended June 30, 2024 | For the Year Ended June 30, 2023 | ||||||||||
| Federal statutory rate | % | % | % | |||||||||
| State statutory rate | % | % | % | |||||||||
| Valuation allowance | ( | )% | ( | )% | ( | )% | ||||||
| Others (1) | ( | )% | ( | )% | ( | )% | ||||||
| Effective tax rate | % | % | % | |||||||||
| (1) |
Significant components of deferred tax assets were as follows:
| June 30, 2025 | June 30, 2024 | |||||||
| Deferred tax assets | ||||||||
| Net operating loss carryforward in the U.S. | ||||||||
| Net operating loss carryforward in the UAE | ||||||||
| Net operating loss carryforward in Hong Kong | ||||||||
| Net operating loss carryforward in PRC | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total net deferred tax assets | $ | $ | ||||||
As of June 30, 2025, and
2024, CACM and Color Star Ohio’s net operating loss carry forward for the U.S. income taxes was approximately $
As of June 30, 2025, and
2024, Color Star DMCC’s net operating loss carry forward for the United Arab Emirates income taxes was approximately $
As of June 30, 2025, and
2024, Color Star Hainan’s net operating loss carry forward for the PRC income taxes was and $
F-31
As of June 30, 2025, and
2024, Model Queen’s net operating loss carry forward for the Hong Kong income taxes was $
Changes in the valuation
allowance for deferred tax assets increased by $
(b) Uncertain tax positions
There were uncertain tax positions as of June 30, 2025, and 2024, and management does not anticipate any potential future adjustments which would result in a material change to its tax positions. For the years ended June 30, 2025, 2024 and 2023, the Company did not incur any tax related interest or penalties.
Note 15 – Shareholders’ equity
Shares Reverse Split
On September 29, 2024, the
Company held its 2024 annual meeting of shareholders, pursuant to which
On June 29, 2025, the Company
held its 2025 annual meeting of shareholders, pursuant to which the shareholders of the Company approved the proposal to authorize the
Company’s board of directors (the “Board”) to effect a reverse share split (the “Reverse Share Split” and
share consolidation (the “Share Consolidation”) (the Reverse Share Split and Share Consolidation, the “Reverse Share
Split and Share Consolidation”), of the Company’s authorized and issued share capital, at a ratio of up to one-for-one hundred.
Such Reverse Share Split and Share Consolidation to be effected, at the specific Approved Consolidation Ratio (subject to the above maximum),
as to be determined by the Board, and in order to effect the Reverse Share Split and Share Consolidation and subject to adjustment pending
the Board’s determination of the precise Approved Consolidation Ratio of the Reverse Share Split and Share Consolidation, the authorized
share capital of the Company shall be altered from US$
F-32
Issuance of Class A Ordinary Shares
On November 8, 2023, the
Company entered into a certain securities purchase agreement with Vast Ocean Inc., the largest shareholder of the Company, pursuant to
which the Company agreed to sell
On November 20, 2023, the
Company entered into certain securities purchase agreement (the “SPA 6”) with Vast Ocean Inc. (the “Purchaser”),
the largest shareholder of the Company, as such term is defined in Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant
to which the Company agreed to sell
On December 28, 2023, the
Company entered into certain securities purchase agreement (the “SPA7”) with a certain sophisticated investor (the “Purchaser”)
as such term is defined in Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to which the Company agreed to sell
On August 22, 2024, the Company
entered into certain securities purchase agreement (the “SPA8”) with a certain sophisticated investor as such term is defined
in Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, pursuant to which the Company agreed to sell
Restricted Stock Grants
Restricted stock grants are measured based on the market price on the grant date. The Company has granted restricted Class A ordinary shares to the members of the board of directors (the “Board”), senior management and consultants.
In August 2023, the Company
granted an aggregate of
In February 2024, the Company
granted an aggregate of
In April 2024, the Company
granted an aggregate of
In August 2024, the Company
granted an aggregate of
F-33
In February 2025, the Company
granted an aggregate of
In April 2025, the Company
granted an aggregate of
For the years ended June
30, 2025, 2024 and 2023, the Company recognized approximately $
Following is a summary of the restricted stock grants:
| Restricted stock grants | Shares | Weighted Average Grant Date Fair Value Per Share | Aggregate Intrinsic Value | |||||||||
| Unvested as of June 30, 2023 | $ | $ | ||||||||||
| Forfeited | $ | |||||||||||
| Granted | $ | |||||||||||
| Vested | ( | ) | $ | |||||||||
| Unvested as of June 30, 2024 | $ | $ | ||||||||||
| Forfeited | $ | |||||||||||
| Granted | $ | |||||||||||
| Vested | ( | ) | $ | |||||||||
| Unvested as of June 30, 2025 | $ | $ | ||||||||||
Class A Ordinary Shares Issued for Compensation
In October 2024, the Board
granted an aggregate of
For the years ended June
30, 2025, 2024 and 2023, the Company recorded approximately $
Class A Ordinary Shares Issued for Services
In December 2022, the Board
granted an aggregate of
In March 2023, the Board
granted an aggregate of
For the years ended June
30, 2025, 2024 and 2023, the Company amortized approximately , $
F-34
Class A Ordinary Shares Issued for Acquisitions
In May 2023, the Company
entered into a certain concert cooperation agreement (“Agreement”) by and among Rich America Inc., an Ohio corporation, (“Rich
America”), Color Star DMCC and the Company. Pursuant to the Agreement, Rich America agreed to have certain music artists represented
by Rich America perform at nine concert events organized by Zeta to be held between May 2023 and March 2024 (the “Concerts’)
for an aggregate consideration of $
In December 2023, the Company
issued
The Company entered into certain copyright acquisition
agreement (“Copyright Agreement”) dated as of January 9, 2025, by and among Nine Star Parties and Entertainment LLC., an Ohio
limited liability company (“Nine Star”), the Company, and Color Star DMCC and wholly owned subsidiary of the Company. Pursuant
to the Agreement, Nine Star agreed to sell to Color Star DMCC all of Nine Star’s right, title and interests in and to 27 pieces
of music works created by Nine Star (the “Works”), for an aggregate consideration of $
On February 26, 2025, Model Queen entered into a certain purchase and sale agreement with BTC KZ (“BTC KZ”), pursuant to which Model Queen shall purchase certain cryptocurrency mining hardware and other equipment (“Equipment”) from BTC KZ from time to time in separate purchase orders.
The parties agreed that the
purchase was made using a combination of $
Warrants
Pursuant to the SPA dated
September 27, 2024, the Company issued the Initial Note and accompanying with the Series A Warrants to purchase up to an aggregate of
Pursuant to the SPA dated
September 27, 2024, the Company issued the New Notes 3 accompanying with the Series B Warrants to purchase up to an aggregate of
F-35
The summary of warrant activity is as follows:
| Warrants Outstanding | Weighted Average Exercise Price | Average Remaining | ||||||||||
| June 30, 2022 | $ | |||||||||||
| Granted | $ | |||||||||||
| Forfeited | $ | - | ||||||||||
| Exercised | ( | ) | $ | - | ||||||||
| June 30, 2023 | $ | |||||||||||
| Granted | $ | - | ||||||||||
| Forfeited | ( | ) | $ | - | ||||||||
| Exercised | ( | ) | $ | - | ||||||||
| June 30, 2024 | $ | |||||||||||
| Granted | $ | |||||||||||
| Forfeited | ( | ) | $ | - | ||||||||
| Exercised | ( | ) | $ | - | ||||||||
| June 30, 2025 | $ | |||||||||||
Conversion of convertible notes payable into Class A Ordinary Shares
During the year ended June 30, 2025, convertible note payable of $
Note 16 – Loss per share
The Company computes loss per share of Class A ordinary shares and Class B ordinary shares using the two-class method. The rights, including the liquidation and dividend rights, of the holders of Class A ordinary shares and Class B ordinary shares are identical. As a result, the undistributed earnings (loss) for each year are allocated based on the contractual participation rights of Class A ordinary shares and Class B ordinary shares as if the earnings for the year had been distributed. As the liquidation and dividend rights are identical, the undistributed loss is allocated on a proportionate basis.
The following tables set forth the computation of basic and diluted loss per share of Class A ordinary shares and Class B ordinary shares:
| For the Year Ended June 30, 2025 | For the Year Ended June 30, 2024 | For the Year Ended June 30, 2023 | ||||||||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||||||||
| Basic and diluted loss per share: | ||||||||||||||||||||||||
| Numerator | ||||||||||||||||||||||||
| Allocation of undistributed loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Denominator | ||||||||||||||||||||||||
| Number of shares used in per share computation | ||||||||||||||||||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
Note 17 – Commitments and contingencies
Contingencies
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows.
F-36
Settlement Agreement
FT Global Capital Inc. (“FTGC”) held a default judgment against the Company in the matter of FT Global Capital, Inc. v. Color Star Technology Co. Ltd., Index No. 651370/2025, Supreme Court of the State of New York, County of New York. FTGC claimed that it was entitled, as the Company’s exclusive placement agent, to receive certain cash and warrants placement agent fees in connection with any public or private offerings, or financing or capital-raising transactions, for a period of twelve months following the execution of Exclusive Placement Agent Agreement, dated September 7, 2024, between the Company and FTGC, and for another twelve-month period following the expiration of the Exclusive Placement Agent Agreement (“Tail Provisions”).
FTGC asserted its entitlement
to i) $
On September 22, 2025 (“Effective
Date”), the Company and FTGC entered into a settlement agreement (“Settlement Agreement”), pursuant to which the Company
and FTGC agreed to resolve their differences and settle their dispute regarding the cash and warrants placement agent fees claimed by
FTGC. Under the Settlement Agreement, both parties agreed to settle these claims through i) a cash payment of $
In the event that the Court
does not grant the Section 3(a)(10) Order, the Company shall instead pay FTGC a cash amount of $
The Settlement Agreement
shall not be deemed effective until FTGC has received the First Cash Payment and the Share Issuance has been completed. As the date of
this report, the Company has not made the First Cash Payment nor completed the Share Issuance. As of June 30, 2025, the Company accrued
a payables balance of $
On October 31, 2025, the
Company and FTGC entered into an amendment to the Settlement Agreement (“Amendment”), pursuant to which both parties agreed
that, upon the Company’s lump-sum payment of $
As of June 30, 2025, the
Company had already recognized all amounts that were probable and estimable (the $
Note 18 – Concentrations of risk
Credit Risk
The Company is exposed to credit risk from its cash in banks and advances on performance obligations.
As of June 30, 2025, and 2024, there were $
The USDTs are stored at the Company’s wallet addresses. The Company has no reason to believe it will incur any theft or loss because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of crypto assets within its control, and (iii) it has established security around custodial product private keys to minimize the risk of theft or loss.
Prepayments and advances are subject to credit evaluation. An allowance will be made for allowance on estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
F-37
Customer Concentration Risk
As of June 30, 2025, one
customer accounted for
For the year ended June 30,
2025, one customer accounted for
Vendor Concentration Risk
There were no accounts payable
as of June 30, 2025. As of June 30, 2024, one vendor accounted for
There were no purchases for
the year ended June 30, 2025. For the year ended June 30, 2024, one vendor accounted for
Note 19 – Segment information
The Company conducts business
as
The key measure of segment
profitability that the CODM uses to allocate resources and assess performance is consolidated net loss, as reported on the consolidated
statements of operations.
| For the Years Ended June 30, 2025 | ||||||||||||||||
| Entertainment events | Consulting service | Cryptocurrency mining | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Less cost of revenue | ||||||||||||||||
| Segment gross loss | ( | ) | ( | ) | ||||||||||||
| Less: | ||||||||||||||||
| Amortization expenses | ||||||||||||||||
| Payroll expenses | ||||||||||||||||
| Professional expenses | ||||||||||||||||
| Travel expenses | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Other selling, general and administrative expenses | ||||||||||||||||
| Allowance for credit losses | ||||||||||||||||
| Provision for impairment loss on prepayments | ||||||||||||||||
| Impairment loss of long-lived assets | ||||||||||||||||
| Other expense, net | ||||||||||||||||
| Finance expense | ||||||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Reconciliation of loss | ||||||||||||||||
| Less: unallocated amounts | ||||||||||||||||
| Payroll expenses | ||||||||||||||||
| Professional expenses | ||||||||||||||||
| Travel expenses | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Other selling, general and administrative expenses | ||||||||||||||||
| Stock compensation expenses | ||||||||||||||||
| Other expense, net | ||||||||||||||||
| Interest income | ( | ) | ||||||||||||||
| Loss on extinguishment of debts | ||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||
| Finance expense | ||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||
F-38
| For the Years Ended June 30, 2024 | ||||||||||||||||
| Entertainment events | Consulting service | Cryptocurrency mining | Total | |||||||||||||
| Revenue | $ | $ | $ | |||||||||||||
| Less cost of revenue | ||||||||||||||||
| Segment gross profits | ||||||||||||||||
| Less: | ||||||||||||||||
| Amortization expenses | ||||||||||||||||
| Payroll expenses | ||||||||||||||||
| Professional expenses | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Other taxes | ||||||||||||||||
| Other selling, general and administrative expenses | ||||||||||||||||
| Allowance for credit losses | ||||||||||||||||
| Other income, net | ( | ) | ||||||||||||||
| Finance expense | ||||||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of loss | ||||||||||||||||
| Less: unallocated amounts | ||||||||||||||||
| Payroll expenses | ||||||||||||||||
| Professional expenses | ||||||||||||||||
| Travel expenses | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Other selling, general and administrative expenses | ||||||||||||||||
| Allowance for credit losses | ||||||||||||||||
| Stock compensation expenses | ||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||
| Finance expense | ||||||||||||||||
| Net loss | ( | ) | ||||||||||||||
| For the Years Ended June 30, 2023 | ||||||||||||||||
| Entertainment events | Consulting service | Cryptocurrency mining | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Less cost of revenue | ||||||||||||||||
| Segment gross profits | ||||||||||||||||
| Less: | ||||||||||||||||
| Amortization expenses | ||||||||||||||||
| Payroll expenses | ||||||||||||||||
| Professional expenses | ||||||||||||||||
| Travel expenses | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Other selling, general and administrative expenses | ||||||||||||||||
| Allowance for credit losses | ||||||||||||||||
| Impairment loss of long-lived assets | ||||||||||||||||
| Finance expense | ||||||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of loss | ||||||||||||||||
| Less: unallocated amounts | ||||||||||||||||
| Amortization expenses | ||||||||||||||||
| Payroll expenses | ||||||||||||||||
| Professional expenses | ||||||||||||||||
| Travel expenses | ||||||||||||||||
| Advertising expenses | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Other selling, general and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Stock compensation expenses | ||||||||||||||||
| Impairment loss of long-lived assets | ||||||||||||||||
| Other expense, net | ||||||||||||||||
| Finance expense | ||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||
F-39
Note 20 – Subsequent events
Loan Agreement and Share Cancellation
On July 25, 2025, the Company
entered into a series of related agreements with BTC KZ, a company organized under the laws of Kazakhstan, and Ulife Media and Production
International Limited (“ULife”), a wholly owned subsidiary of BTC KZ, in connection with the restructuring of the payment
of consideration under a prior purchase agreement dated February 26, 2025 (see Note 16 for details) involving the acquisition of certain
cryptocurrency mining machines (the “Transaction”). As disclosed in Note 15, the Company had agreed to pay to ULife a total
of $
Due to regulatory concerns
surrounding the issuance of the Share Consideration, the parties mutually agreed to cancel the Share Consideration and restructure the
unpaid balance into a secured term loan arrangement. As part of this restructuring, the Company entered into a secured term loan agreement
with BTC KZ (the “Loan Agreement”) pursuant to which BTC KZ agreed to lend the Company $
In addition, the Company, BTC KZ, and ULife entered into a redemption and share cancellation agreement (the “Share Cancellation Agreement”) pursuant to which the Share Consideration previously issued to ULife were redeemed and cancelled effective as of August 6, 2025. Following such cancellation, ULife relinquished all ownership and rights in the cancelled shares.
These events occurred subsequent to the reporting period ended June 30, 2025, and are considered non-adjusting subsequent events. Accordingly, no adjustments have been made to the Company’s consolidated financial statements as of and for the year ended June 30, 2025.
August 2025 Securities Purchase Agreement
On August 13, 2025, the Company
entered into securities purchase agreements (the “SPA 9”) with certain institutional investors for the purchase and sale of
Concurrently with the execution
of the SPA 9, the officers and directors of the Company and shareholders of the Company holding
In addition, the Company
entered into an agreement with certain existing investors holding Convertible Notes issued by the Company in January 2025, pursuant to
which such investors have agreed to waive certain rights in consideration of the Company issuing to such investors approximately
Upon satisfaction of customary closing conditions, the Offering was consummated on August 14, 2025.
FT Global Capital, Inc. v. Zeta Network Group (Index No. 659090/2025, Supreme Court of the State of New York, New York County)
On October 13, 2025, FT Global Capital, Inc. (“FT Global”) filed a summons and complaint against Zeta Network Group, asserting claims for breach of contract, specific performance, unjust enrichment, and quantum meruit arising from two financing transactions completed in August 2025 (the “August 2025 Financing”) and October 2025 (the “October 2025 Financing”). The complaint alleges, among other things, that the Company breached an exclusivity provision relating to the August 2025 Financing and a twelve-month “tail-rights” clause relating to the October 2025 Financing.
F-40
FT Global seeks approximately
$
Following the amendment to the confidential settlement agreement between the parties on October 31, 2025, all issues relating to the August 2025 Financing have been resolved. Only the portion of FT Global’s claim relating to the October 2025 Financing remains pending. Zeta’s answer to the complaint has not yet been filed, and a preliminary conference is scheduled for November 25, 2025.
The Company intends to contest the remaining claim vigorously. Given the early stage of the litigation, management is unable at this time to determine the likelihood of an unfavorable outcome or to reasonably estimate a potential range of loss.
Zeta intends to contest the remaining claim vigorously. Given the early stage of the litigation, we cannot form a conclusion at this time regarding the likelihood of an unfavorable outcome or estimate a range of potential loss.
Placement Agency Agreement
The Company entered into
certain placement agency agreement dated August 13, 2025, with Maxim Group LLC, as sole placement agent (the “Placement Agent”).
The Company agreed to pay the Placement Agent an aggregate fee equal to
Shares Reverse Split
Effective August 22, 2025, the Company effected a 25-for-1 reverse share split of its Class A and Class B ordinary shares. All share amounts have been retroactively restated to reflect the alteration of the authorized issued share capital of the Company.
Payoff Letter Agreement
On September 4, 2025, the
Company entered into a Payoff Letter Agreement (the “Agreement”) with each of the holders (the “Holders”) of the
Company’s outstanding convertible notes (the “Notes”) originally issued on January 16, 2025 pursuant to that certain
Securities Purchase Agreement dated September 27, 2024, as amended. Pursuant to the Agreement, the Company and the Holders agreed to fully
and finally settle the remaining outstanding principal balances of the Notes through a one-time conversion into Class A ordinary shares,
par value $
Settlement Agreement
On September 22, 2025 (“Effective
Date”), the Company and FTGC entered into a settlement agreement (“Settlement Agreement”), pursuant to which the Company
and FTGC agreed to resolve their differences and settle their dispute regarding the cash and warrants placement agent fees claimed by
FTGC. Under the Settlement Agreement, both parties agreed to settle these claims through i) a cash payment of $
On October 31, 2025, the
Company and FTGC entered into an amendment to the Settlement Agreement (“Amendment”), pursuant to which both parties agreed
that, upon the Company’s lump-sum payment of $
F-41
October 2025 Securities Purchase Agreement
On October 7, 2025, the Company
entered into a securities purchase agreement (the “SPA 10”) with certain institutional investors named thereto (the “Purchasers”),
pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”): (i)
The Pre-Funded Warrants were
sold to the Purchasers, whose purchase of the Shares in the Offering would otherwise have resulted in the Purchasers, together with its
affiliates and certain related parties, beneficially owning more than
In addition, the Company agreed that for a period of forty five (45) calendar days from the closing date of the Offering, it will not: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Class A Ordinary Shares or equivalent securities; or (ii) file any registration statement or amendment or supplement thereto (other than the Prospectus Supplement, or on Form S-8 or in connection with any employee benefit plan). In addition, the Company agreed that it will not conduct any sales of Class A Ordinary Shares or equivalent securities involving a variable rate transaction (as defined in SPA 10) for a period of forty-five (45) calendar days from the closing date of the Offering, subject to certain exceptions as described in the SPA 10.
Placement Agency Agreement
On October 7, 2025, the Company
entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (“Univest”
or the “Placement Agent”), pursuant to which the Company engaged Univest as the exclusive placement agent in connection
with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares and the Pre-Funded
Warrants. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent fee in cash
equal to seven percent (
October 15, 2025 Securities Purchase Agreement
On October 15, 2025, the
Company entered into a securities purchase agreement with certain investors (the “Purchasers”) pursuant to which the Company
agreed to issue and sell to each Purchaser in a private placement offering an aggregate of $
Shares Cancellation for Copyright Agreement
On October 15, 2025, the
Company cancelled the
The Company evaluates all events and transactions that occur after June 30, 2025 up through the date the Company issues the consolidated financial statements. Other than the event disclosed above and elsewhere in these consolidated financial statements, there is no other subsequent event occurred that would require recognition or disclosure in the Company’s consolidated financial statements.
F-42
Exhibit 2.1
Description of Securities
Registered under Section 12 of the Securities Exchange Act of 1934
We are a Cayman Islands exempted company with limited liability and our affairs are governed by our Seventh Amended and Restated Memorandum and Articles of Association effective on 18 August 2025 (the “2025 Amended and Restated Memorandum and Articles”), the Companies Act (As Revised) of the Cayman Islands, the common law of the Cayman Islands, our corporate governance documents and rules and regulations of the stock exchange on which are shares are traded.
As of the date hereof, the authorized share capital of the Company is USD$32,000,000.00 divided into 11,200,000,000 Class A Ordinary shares with a nominal or par value of USD$0.0025 (“Class A Ordinary Shares”) each and 1,600,000,000 Class B Ordinary shares with a nominal or par value of USD$0.0025 (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”).
As of October 18, 2025, 146,279,166 Class A Ordinary Shares are issued and outstanding and 480 Class B Ordinary Shares are issued and outstanding. All of our issued and outstanding Ordinary Shares are fully paid.
Ordinary Shares
The following are summaries of material provisions of our 2025 Amended and Restated Memorandum and Articles, corporate governance policies and the Companies Law insofar as they relate to the material terms of our Ordinary Shares.
Objects of Our Company
Under our 2025 Amended and Restated Memorandum and Articles, the objects of our Company are unrestricted and we have the full power and authority to carry out any object not prohibited by the law of the Cayman Islands.
Share Capital
The holders of our Class A Ordinary Shares are entitled to one vote for each such share held and shall be entitled to notice of any shareholders’ meeting, and, subject to the terms of 2025 Amended and Restated Memorandum and Articles, to vote thereat.
The holders of our Class B Ordinary Shares are entitled to twenty votes for each such share held and shall be entitled to notice of any shareholders’ meeting, and, subject to the terms of 2025 Amended and Restated Memorandum and Articles, to vote thereat.
Except for the voting rights and conversion rights set out in the 2025 Amended and Restated Memorandum and Articles, the Class A Ordinary Shares and the Class B Ordinary Shares rank pari passu and have the same rights, preferences, privileges and restrictions.
Dividends
The holders of our Ordinary Shares are entitled to such dividends as may be declared by our Board of Directors subject to the Companies Law and to our 2025 Amended and Restated Memorandum and Articles.
Voting
Voting at any shareholders’ meeting is by show of hands unless a poll is demanded by the chairman or persons holding certain amounts of shares as set forth in the 2025 Amended and Restated Memorandum and Articles. Actions that may be taken at a general meeting also may be taken by a unanimous resolution of the shareholders in writing.
No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; two members present in person or by proxy shall be a quorum provided always that if the Company has one member of record the quorum shall be that one member present in person or by proxy. An ordinary resolution to be passed at a general meeting requires the affirmative vote of a simple majority of the votes cast.
A special resolution of members is required to change the name of the Company, approve a merger, wind up the Company, amend the 2025 Amended and Restated Memorandum and Articles and reduce the share capital.
Transfer of Ordinary Shares
Subject to the restrictions set out below, any of our shareholders may transfer all or any of his, its or her Ordinary Shares by an instrument of transfer in the usual or common form or any other form approved by our Board of Directors or in a form prescribed by the stock exchange on which our shares are then listed.
Our Board of Directors may, in its sole discretion, decline to register any transfer of Ordinary Shares whether or not it is fully paid up to the total consideration paid for such shares. Our directors may also decline to register any transfer of Ordinary Shares if (a) the instrument of transfer is not accompanied by the certificate covering the shares to which it relates or any other evidence as our Board of Directors may reasonably require to prove the title of the transferor to, or his/her right to transfer the shares; or (b) the instrument of transfer is in respect of more than one class of shares.
If our directors refuse to register a transfer, they shall, within two months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.
The registration of transfers may be suspended and the register closed at such times and for such periods as our Board of Directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
Winding-Up/Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), a liquidator may be appointed to determine how to distribute the assets among the holders of the Ordinary Shares. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately; a similar basis will be employed if the assets are more than sufficient to repay the whole of the capital at the commencement of the winding up.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our Board of Directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.
Redemption of Shares
We may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our Board of Directors.
Conversion of Class B Ordinary Shares
The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time by the holder thereof on an one-for-one basis. The right to convert is exercisable by the holder of the Class B Ordinary Shares delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.
The Class B Ordinary Shares are also subject to automatic conversion into an equal and corresponding number of Class A Ordinary Shares upon any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person or entity that is not an affiliate of such holder, as further described in the 2025 Amended and Restated Memorandum and Articles.
Inspection of Books and Records
Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Companies Law or authorized by the Directors or by the Company in a general meeting. However, the Directors shall from time to time cause to be prepared and to be laid before the Company in a general meeting, profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by Companies Law. (See “Where You Can Find More Information”)
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Issuance of Additional Shares
Our 2025 Amended and Restated Memorandum and Articles authorize our Board of Directors to issue additional Ordinary Shares from time to time as our Board of Directors shall determine, to the extent there are available authorized but unissued shares.
Our 2025 Amended and Restated Memorandum and Articles also authorizes our Board of Directors to establish from time to time one or more series of preferred shares and to determine, subject to compliance with the variation of rights of shares provision in the 2025 Amended and Restated Memorandum and Articles, with respect to any series of preferred shares, the terms and rights of that series, including:
| ● | the designation of the series; | |
| ● | the number of shares of the series; | |
| ● | the dividend rights, dividend rates, conversion rights, voting rights; and | |
| ● | the rights and terms of redemption and liquidation preferences. |
Our Board of Directors may, issue preferred shares without action by our shareholders to the extent there are authorized but unissued shares available.
Anti-Takeover Provisions
Some provisions of our 2025 Amended and Restated Memorandum and Articles may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that:
| ● | authorize our Board of Directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders (subject to variation of rights of shares provisions in our 2025 Amended and Restated Memorandum and Articles); and | |
| ● | limit the ability of shareholders to requisition and convene general meetings of shareholders. Our 2025 Amended and Restated Memorandum and Articles allow our shareholders holding shares representing in aggregate not less than twenty percent of our paid up share capital (as to the total consideration paid for such shares) in issue to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting. |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our 2025 Amended and Restated Memorandum and Articles for a proper purpose and for what they believe in good faith to be in the best interests of our Company.
General Meetings of Shareholders and Shareholder Proposals
Our shareholders’ general meetings may be held in such place within or outside the Cayman Islands as our Board of Directors considers appropriate.
As a Cayman Islands exempted company, we are not obliged by the Companies Law to call shareholders’ annual general meetings. The directors may, whenever they think fit, convene an extraordinary general meeting.
Shareholders’ general meetings and any other general meetings of our shareholders may be convened by a majority of our Board of Directors. Our Board of Directors shall give not less than seven days’ written notice of a shareholders’ meeting to those persons whose names appear as members in our register of members on the date the notice is given (or on any other date determined by our directors to be the record date for such meeting) and who are entitled to vote at the meeting.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our 2025 Amended and Restated Memorandum and Articles allow our shareholders holding shares representing in aggregate not less than ten percent of our paid up share capital (as to the total consideration paid for such shares) in issue to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; otherwise, our 2025 Amended and Restated Memorandum and Articles do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
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Exempted Company
We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. A Cayman Islands exempted company:
| ● | is a company that conducts its business mainly outside of the Cayman Islands; | |
| ● | is exempted from certain requirements of the Companies Law, including the filing an annual return of its shareholders with the Registrar of Companies or the Immigration Board; | |
| ● | does not have to make its register of members open for inspection; |
| ● | does not have to hold an annual general meeting; | |
| ● | may issue negotiable or bearer shares or shares with no par value (subject to the provisions of the Companies Law); | |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); and | |
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Register of Members
Under Cayman Islands law, we must keep a register of members and there should be entered therein:
| ● | the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member; | |
| ● | the date on which the name of any person was entered on the register as a member; and | |
| ● | the date on which any person ceased to be a member. |
Under Cayman Islands law, the register of members of our Company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Once our register of members has been updated, the shareholders recorded in the register of members are deemed to have legal title to the shares set against their name.
If the name of any person is incorrectly entered in, or omitted from, our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our Company, the person or member aggrieved (or any member of our Company or our Company itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.
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Material Differences between U.S. Corporate Law and Cayman Islands Corporate Law
The Companies Law is modeled after that of English law but does not follow many recent English law statutory enactments. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the State of Delaware.
Mergers and Similar Arrangements. A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the shareholders and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
A merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman Islands subsidiary if a copy of the plan of merger is given to every member of that Cayman Islands subsidiary to be merged unless that member agrees otherwise. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| ● | the statutory provisions as to the required majority vote have been met; |
| ● | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| ● | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| ● | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law. |
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When a takeover offer is made and accepted by holders of 90.0% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders’ Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:
| ● | a company acts or proposes to act illegally or ultra vires; |
| ● | the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| ● | those who control the company are perpetrating a “fraud on the minority.” |
Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our current 2025 Amended and Restated Memorandum and Articles permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our current 2025 Amended and Restated Memorandum and Articles.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
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As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he or she owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our current 2025 Amended and Restated Memorandum and Articles provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
Cayman Islands law does not provide shareholders any right to put proposals before a meeting or requisition a general meeting. However, these rights may be provided in articles of association. Our current articles of association allow our shareholders holding not less than one-third of all voting power of our share capital in issue to requisition a shareholder’s meeting. Other than this right to requisition a shareholders’ meeting, our current 2025 Amended and Restated Memorandum and Articles does not provide our shareholders other right to put proposal before a meeting. As a Cayman Islands exempted company, we are not obliged by law to call shareholders’ annual general meetings.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands, but the 2025 Amended and Restated Memorandum and Articles does not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our current 2025 Amended and Restated Memorandum and Articles, directors may be removed with or without cause, by an ordinary resolution of our shareholders.
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
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Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Law and the 2025 Amended and Restated Memorandum and Articles, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and the 2025 Amended and Restated Memorandum and Articles, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class with the written consent of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by not less than three-fourths of such holders of the shares of that class as may be present at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our current 2025 Amended and Restated Memorandum and Articles may only be amended with a special resolution of our shareholders.
Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our 2025 Amended and Restated Memorandum and Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our current 2025 Amended and Restated Memorandum and Articles governing the ownership threshold above which shareholder ownership must be disclosed.
Warrants
As of June 30, 2024, we had 2,618,070 warrants issued and outstanding. Our warrants are exercisable to purchase ordinary shares at a weighted average exercise price of $8.76 per share as of June 30, 2024. Our warrants generally have a term of 3 to 5.5 years from the date of issuance.
We may issue warrants to purchase our ordinary shares, preferred shares, debt securities or any combination thereof. Warrants may be issued independently or together with any other securities that may be sold by us pursuant to a prospectus or any combination of the foregoing and may be attached to, or separate from, such securities. To the extent warrants that we issue are to be publicly-traded, each series of such warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent.
Each warrant will entitle the holder of warrants to purchase the number of ordinary shares, preferred shares or debt securities of the relevant class or series at the exercise price stated or determinable in the prospectus for the warrants. Warrants may be exercised at any time up to the close of business on the expiration date shown in the applicable prospectus, unless otherwise specified in such prospectus. After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in the manner described in the applicable prospectus. When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent, if any, or any other office indicated in the prospectus, we will, as soon as possible, forward the securities or other rights that the warrant holder has purchased. If the warrant holder exercises less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants. If we so indicate in the applicable prospectus, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
Prior to the exercise of any warrants to purchase ordinary shares or preferred shares of the relevant class or series, holders of the warrants will not have any of the rights of holders of Ordinary Shares or preferred shares purchasable upon exercise, including the right to vote or to receive any payments of dividends or payments upon our liquidation, dissolution or winding up on the Ordinary Shares or preferred shares purchasable upon exercise, if any.
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Exhibit 8.1
List of Subsidiaries
|
Name |
Place of Incorporation | |
| CACM Group NY, Inc. | New York, United States | |
| Color Star Technology Ohio Inc. | Ohio, United States | |
| Color Metaverse Pte. Ltd. | Singapore | |
| Color Star DMCC | Dubai | |
| Model Queen Limited | Hong Kong |
Exhibit 12.1
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Samantha Huang, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Zeta Network Group (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
|
Date:
|
November 12, 2025 | |
| By: |
/s/ Samantha Huang |
|
| Name: | Samantha Huang | |
| Title: | Chief Executive Officer |
Exhibit 12.2
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Lili Jiang, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Zeta Network Group (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
|
Date: |
November 12, 2025 | |
| By: |
/s/ Lili Jiang |
|
| Name: | Lili Jiang | |
| Title: | Chief Financial Officer |
Exhibit 13.1
Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Zeta Network Group (the “Company”) on Form 20-F for the year ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Samantha Parker, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Date: |
November 12, 2025 | |
| By: |
/s/ Samantha Parker |
|
| Name: | Samantha Parker | |
| Title: | Chief Executive Officer |
Exhibit 13.2
Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Zeta Network Group (the “Company”) on Form 20-F for the year ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lili Jiang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Date: |
November 12, 2025 | |
| By: |
/s/ Lili Jiang |
|
| Name: | Lili Jiang | |
| Title: | Chief Financial Officer |