This is a holder-oriented risk assessment of Zenta Group Company Limited, assembled entirely from the company's own filings and from publicly reported statements attributable to the company. It is written for someone who already owns the shares and must decide what to do. It is not a short-selling report, it is not investment advice, and it alleges no unlawful conduct by the company, its officers or its counterparties. Every event described was disclosed by the company itself; the analysis concerns the pattern and the arithmetic those disclosures form. Where the record is silent we say so. Where we infer, we label it. We also record what cuts the other way — in particular that the widely-quoted dilution figure materially overstates near-term issuance capacity (§07), that a price-to-sales multiple now in circulation does not reconcile (§09), and that the two claims circulating about further dilution are constrained by a Nasdaq rule that cuts against them (§10).

Each material statement is labelled FACT — taken directly from a filing or a reported company statement · INFERENCE — our reading, which may be wrong · QUESTION — something only the company can answer.

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01 — Basis of Preparation & Conflicts Warning

This assessment is built only from the company's filings and from publicly reported statements attributable to it. Rumoured matters are segregated at §10 and form no part of any finding.

Conflicts — this must be resolved before the document moves. The preparer's group provides investor-relations drafting services to the company and has been engaged on an unannounced financing agreement. That places the preparer in possession of material non-public information concerning the company's financing plans.

Consequences

1. This document must not be distributed externally, and no position may be taken or recommended, while that engagement subsists and the financing remains unannounced. Doing so risks liability under Section 10(b) of the Exchange Act and Rule 10b-5 on the misappropriation theory — use of confidential information obtained through a client relationship.
2. Nothing below discloses or relies upon that information. The analysis would be identical for any reader working from public filings alone.
3. If it is to reach any holder: the engagement must first be terminated or waived in writing, the financing must be public, and this warning must travel with the document.

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02 — Executive Summary

A holder of ZTG owns a company that, on its own public record, closed a share-funded acquisition and then — thirteen days later — disclosed that the acquired business has no confirmed customer orders and no contracted revenue, with impairment of goodwill and intangibles under evaluation.

The two substantive findings are the first two. The third is real but smaller in the near term than the headline suggests, for reasons a holder should understand before acting. The fourth is unchangeable and was disclosed at IPO.

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03 — Verified Facts

From the Form 6-K of 16 September 2026, the draft Form F-3, and the publicly reported business update of 24 September 2026.

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04 — Finding 1: The Thirteen Days

This is the most significant item in the record, and it is a matter of dates rather than opinion.

FACT Thirteen days separate completion from that disclosure.

INFERENCE Commercial discussions with multiple counterparties do not ordinarily collapse in aggregate within thirteen days of an unrelated event. Two readings are available:

We express no view as to which applies.

A point of reconciliation. The company's own draft registration statement, prepared in the same period, describes ZentoAI as one of its "key operating subsidiaries" through which the group conducts "sales of fintech products and services" — language difficult to reconcile with a subsidiary having no orders and no contracted revenue.

QUESTION This is the question a holder should put to the company.

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05 — Finding 2: Impairment Exposure, Quantified

The company has said impairment is under evaluation. The scale is calculable from the filed terms.

FACT ZentoAI was loss-making before acquisition — US$72,724 in FY2025 and US$21,733 in FY2024 on the company's own figures. The acquisition rationale therefore rested on prospects, not earnings.

INFERENCE Where the acquired prospects are stated to have gone, the goodwill and intangibles recognised on those prospects are exposed.

A write-down consumes no cash, but it does two things that matter. It reduces net assets, which bears on Nasdaq's stockholders'-equity continued-listing standard (§08). And it establishes on the public record that shares were issued for an asset that did not deliver. The 12,278,340 shares are already issued — the dilution is permanent whether or not the asset is written down.

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06 — Finding 3: Governance & Voting Control

Class A holders — the entire public market — control 5.27% of the voting power. The controlling shareholder holds approximately 77.52%.

INFERENCE Public holders cannot carry or block any shareholder resolution, including any resolution authorising issuance above the Nasdaq 19.99% threshold. This is a fixed feature of the structure, disclosed at IPO. It is restated here because it determines that a holder's only practical remedies are to sell or to hold — there is no governance route.

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07 — Finding 4: Dilution Capacity — and Why US$50 Million Overstates It

This section cuts against the bearish reading, and is included for that reason. The widely reported framing — a US$50 million shelf against US$3.16 million of revenue — is arithmetically correct but materially overstates near-term issuance capacity. A holder acting on the headline alone would be acting on an incomplete picture.

Constraint 1 — the Nasdaq 19.99% limit

FACT Nasdaq Listing Rule 5635(d) requires shareholder approval before a listed company issues 20% or more of its shares outstanding at below the applicable minimum price. 19.99% of 17,719,499 Class A shares is 3,542,127 shares.

Constraint 2 — the "baby shelf" limitation

FACT General Instruction I.B.5 to Form F-3 restricts a company whose public float is below US$75 million to primary offerings of no more than one-third of that float in any twelve-month period.

INFERENCE The float has not been publicly quantified in the material reviewed. But on 17,719,499 Class A shares at US$1.20–1.50, total Class A market value is approximately US$21–27 million before excluding affiliate holdings. Float is therefore materially below US$75 million and the limitation appears to apply.

Conclusion on dilution. US$50 million is a registration ceiling, not a capacity. Real near-term capacity is a small fraction of it. Dilution is a genuine risk on a multi-year view, and the company has signalled a clear intention to raise — but a holder should not assume US$50 million of stock is about to arrive.

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08 — Finding 5: Listing Risk

Two continued-listing standards warrant monitoring, and they interact.

The combination is the risk. A write-down that pressures equity, in a stock already close to the bid threshold, is what produces a deficiency notice.

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09 — Valuation Data — and a Correction

Third-party sources (ChartMill, Investing.com) report: pretax profit margin −58.7%; ROA −6.9%; ROE −7.8%; annual revenue approximately US$3.16 million; technical rating 3/10. These are not company-filed figures and should be verified against the next Form 20-F.

A price-to-sales multiple of 24.8× is in circulation and does not reconcile.

INFERENCE A 24.8× multiple implies a share price of approximately US$3.25 — above the reported high of US$2.35. The figure appears stale or computed on a different basis. It should not be used. A holder presented with a report quoting 24.8× should discount that report's arithmetic generally.

The corrected 9–11× remains a demanding multiple for a business with negative margins. The conclusion does not change; the number must be right.

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10 — Two Unfiled Claims — What They Would Mean, and How to Check

Two claims are circulating about ZTG. A holder will encounter them, so this section sets out exactly what is and is not on the record, what would follow arithmetically if either proved true, and how to verify them without relying on anyone's report, including this one.

Filing status as at 25 September 2026: neither claim appears anywhere in the SEC filing record. No Form S-8 has been located. No PIPE has been filed, announced or disclosed. The sole origin of both is an extract from an AI-generated search conversation of unestablished provenance.

INFERENCE We draw no conclusion from either claim and they support no finding in this report. We make no allegation that any officer, director or shareholder of the company has acted improperly. What follows is conditional arithmetic, provided so that a holder can evaluate a filing on the day it appears rather than reacting to a headline about it.

If a Form S-8 were filed at the scale claimed

FACT A Form S-8 registers shares issuable under employee benefit plans. It becomes effective on filing, and shares issued under it to non-affiliates are generally freely tradable without a resale holding period. It does not require shareholder approval, and it is not subject to the Nasdaq 19.99% limit.

INFERENCE The significance is not the registration itself — incentive plans are ordinary. It is the combination of scale and the absence of a resale restriction. A plan of that size in a company of this float would be unusual, and is the specific thing to look at if a filing appears.

If a US$6 million PIPE were priced at a discount

INFERENCE Share counts at illustrative discounts to a US$1.20–1.50 market price:

The structural point a holder should take from this table. The Nasdaq 19.99% threshold is 3,542,127 shares. A US$6 million placement at any discount in this price range produces 1.4× to 2.4× that number. It follows that a placement of that size could not be completed without shareholder approval under Nasdaq Listing Rule 5635(d) — or without being priced at or above the Nasdaq Minimum Price, which is the opposite of a discount.

That is a meaningful constraint, and it cuts against the claim as described. It also tells a holder precisely what to look for: a notice of general meeting would have to appear before any such placement could close at a discount.

Combined, if both occurred

INFERENCE An S-8 of 4,817,435 shares plus a PIPE at the widest illustrated discount would total approximately 13.15 million shares — about 74% of the current Class A class. We stress that this is arithmetic on an unfiled hypothesis, not a forecast, and that the Nasdaq constraint above applies to the PIPE limb.

How to verify this yourself — five minutes on EDGAR

1. Go to sec.gov/edgar/search and search the company name or CIK. Do not rely on a secondary site.
2. Filter by form type S-8 and F-1 / F-3 / 424B. An S-8 appears immediately on filing; there is no delay.
3. For a PIPE, look for a Form 6-K describing a securities purchase agreement, and for a subsequent resale registration statement registering the investor's shares. A PIPE that has closed will leave both.
4. Check for a notice of general meeting furnished on Form 6-K. Per the note above, a discounted placement of this size requires shareholder approval, so the meeting notice would precede it.
5. Set an EDGAR email alert on the company's CIK. New filings arrive the same day, before any commentary about them.

A holder's position on unfiled claims. Neither claim can be acted on today, because neither exists on the record today. Both can be checked in minutes, and would be visible to any holder at the same moment as to anyone else. The correct action is to set the alert and wait for the filing — not to trade on a report, including this one, that describes a document nobody has produced.

On repeating these claims. Publishing an unverified allegation that identifiable insiders are enriching themselves carries defamation exposure. Where the publisher holds, or intends to take, a position in the security, it may also be characterised as market manipulation under Exchange Act sections 9(a) and 10(b). This section describes what the filings would show; it does not assert that any such conduct has occurred, and neither should any reader.

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11 — What Would Change This Assessment

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12 — Questions a Holder Should Put to the Company

1. What was the external change that caused every ZentoAI discussion to be refused or suspended, and on what date did it occur?
2. What did due diligence establish about ZentoAI's order pipeline before completion on 11 September 2026, and what was the board told?
3. How is the description of ZentoAI as a "key operating subsidiary" through which the group makes sales reconciled with the 24 September update?
4. What is the expected quantum and timing of any impairment?
5. What is the company's public float, and does General Instruction I.B.5 restrict the shelf?
6. Does the company intend to seek shareholder approval to issue above the Nasdaq 19.99% threshold, and on what timetable?
7. Are there any financing arrangements, agreed or under negotiation, not yet announced?
8. What is the company's current standing against each Nasdaq continued-listing standard?

Question 7 is the one most likely to be material and least likely to be answered.

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13 — Disclaimer

This assessment was prepared from public filings and publicly reported statements. No information herein has been independently audited or verified with the company. It is not investment advice, is not a recommendation to buy, sell or hold any security, and is not a solicitation. It alleges no fraud or unlawful conduct by Zenta Group Company Limited, its officers, its shareholders or its counterparties.

Statements labelled Inference are our reading of the record and may be wrong. Statements labelled Question are matters only the company can resolve. Matters at §10 are unverified and are relied upon for nothing.

Distribution restriction. This document must not be distributed while the conflicts position described at §01 subsists. Any reader receiving it should first satisfy themselves that §01 has been resolved.

Report date 25 September 2026. Figures current to that date.