F-1/A: Zenta Group Files Third F-1/A Amendment, Advancing Towards Public Offering with Exhibit Updates

Zenta Group Company Limited has filed Amendment No. 3 to its Form F-1 Registration Statement, primarily to include additional exhibits and update the exhibit index, signaling continued progress towards its proposed public offering.

Summary

• This filing is Amendment No. 3 to the Form F-1 Registration Statement for Zenta Group Company Limited, filed on June 24, 2025.
• Its primary purpose is to file certain exhibits and amend the exhibit index set forth in Part II of the Registration Statement.
• No changes have been made to the main Prospectus, which remains unchanged from the Registration Statement filed on February 25, 2025.
• The company's post-offering Memorandum and Articles of Association, effective upon offering completion, will empower it to indemnify directors and officers against certain liabilities.
• Indemnification agreements have been entered into with each director and executive officer in connection with this offering, and the company intends to obtain directors and officers liability insurance coverage.
• Details of recent unregistered ordinary share sales over the last three years are provided, including issuances to Ng Wai Ian, Sou Weng Seng, Ione Group Company Limited, Lau Kin Wai, Leong Kuok Wa, Matteo Environmental Protection Technology Company Limited, Pang Sio Lai, Ieong Sio Wa, and Cheng San Co., Ltd.
• The filing includes standard undertakings related to post-effective amendments, prospectus updates, and liability under the Securities Act of 1933.
• The U.S. Securities and Exchange Commission's opinion is noted that indemnification for liabilities arising under the Securities Act is against public policy and unenforceable; the registrant undertakes to submit this question to a court if a claim arises.
• A comprehensive exhibit index is included, listing various agreements, legal opinions, and corporate governance documents such as the Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter, and Nomination Committee Charter.

Sentiment

Score: 6

Explanation: The filing represents a positive procedural step towards a public offering, indicating progress. However, it contains no new operational or financial updates, and highlights a potential legal challenge regarding director/officer indemnification, which slightly tempers the positive sentiment.

Positives

• The filing of Amendment No. 3 indicates continued procedural progress towards the company's proposed public offering.
• The company is establishing robust corporate governance frameworks, including indemnification for directors and officers and plans for D&O liability insurance, which can aid in attracting and retaining qualified personnel.
• The inclusion of various agreements as exhibits provides increased transparency regarding the company's operations, client relationships, and supplier engagements.

Negatives

• This amendment does not contain new financial statements or operational updates, as the Prospectus remains unchanged from the February 25, 2025 filing.
• The SEC's stated opinion that indemnification for Securities Act liabilities is against public policy could pose a future legal challenge for directors and officers seeking full protection.

Risks

• The U.S. Securities and Exchange Commission's opinion that indemnification for liabilities arising under the Securities Act of 1933 is against public policy and therefore unenforceable. In the event that a claim for indemnification is asserted, the company undertakes to submit this question to a court of appropriate jurisdiction.
• The registrant is an 'emerging growth company' as defined in Rule 405 of the Securities Act, which may entail specific regulatory considerations and investor perceptions.

Future Outlook

The proposed sale to the public is expected to commence as soon as practicable after this Registration Statement becomes effective. The company undertakes to file post-effective amendments to include updated prospectuses, reflect fundamental changes, and provide material information regarding the plan of distribution.

Management Comments

• "The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine."
• "Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Macau, on June 24, 2025." (Signed by Ng Wai Ian, Chief Executive Officer).

Industry Context

This filing is a standard procedural step for Zenta Group Company Limited, an emerging growth company, as it prepares for a public offering in the U.S. market. This reflects a common strategy for companies seeking to access public capital for expansion and liquidity. The listed exhibits suggest the company operates in financial technology, investment consulting, and potentially industrial park development, indicating a diversified business model within the broader services sector, aligning with trends of companies leveraging technology and advisory services.

Corporate Governance

Legal Proceedings

• The U.S. Securities and Exchange Commission's opinion states that indemnification for liabilities arising under the Securities Act of 1933 is against public policy and is, therefore, unenforceable. The registrant undertakes to submit this question to a court of appropriate jurisdiction if a claim for indemnification is asserted.

Related Party Transactions

• Issuance of 32,499 Ordinary Shares to Ng Wai Ian (Chief Executive Officer) for $32.499 on April 12, 2023.
• Issuance of 998,428 Ordinary Shares to Ng Wai Ian (Chief Executive Officer) for $998.428 on August 14, 2023.
• Issuance of 8,951,572 Ordinary Shares to Ione Group Company Limited for $8,951.572 on August 14, 2023.
• Client Corporate Secretarial Services Agreement between Ione Group Company Limited and Zenta Group Company Limited dated December 17, 2019.

Stakeholder Impact

• **Shareholders:** Potential dilution from the future public offering, increased transparency through SEC filings, and potential for liquidity upon IPO. Existing shareholders, including key management and related entities, have participated in recent unregistered share sales.
• **Directors and Officers:** Enhanced protection through indemnification agreements and D&O insurance, though subject to the SEC's stance on Securities Act liabilities, which could impact personal risk.
• **Customers/Clients:** Various client agreements (e.g., with Aoyu Investment Company Limited, Shenzhen Cloud Computing Pte Ltd, Jiangxi Muhe Business Services Co., Ltd.) are listed as exhibits, indicating ongoing business relationships that contribute to the company's revenue streams.
• **Suppliers:** Agreements with suppliers (e.g., Guo Yan Innovation Technology) are listed as exhibits, indicating ongoing operational relationships crucial for the company's service delivery.

Next Steps

• The Registration Statement needs to become effective for the proposed sale to the public to commence.
• The company will file post-effective amendments to include updated prospectuses, reflect fundamental changes, and provide material information regarding the plan of distribution.
• The company will remove unsold registered securities from registration via post-effective amendment at the termination of the offering.
• If a claim for indemnification against Securities Act liabilities arises, the company will submit the question of its enforceability to a court of appropriate jurisdiction.

Key Dates

Keywords

Zenta Group Company Limited, F-1/A, SEC filing, Registration Statement, Public Offering, IPO, Exhibits, Indemnification, Corporate Governance, Share Issuance, Securities Act of 1933, Emerging Growth Company, Macau, Financial Technology, Investment Consulting