20-F: Zenta Group Reports Strong Fintech-Driven Revenue Growth

Zenta Group Company Limited announced a significant increase in total revenues and net income for fiscal year 2025, primarily fueled by its rapidly expanding fintech services.

Summary

• Total revenues increased by 55.8% to US$3,163,432 for the fiscal year ended September 30, 2025, up from US$2,030,855 in FY2024.
• Net income rose by 25.4% to US$1,001,335 for FY2025, compared to US$798,716 in FY2024.
• Fintech services fees, particularly from algorithm and big data models, were the primary growth driver, accounting for 95.6% of total revenues in FY2025 (US$3,025,275), a substantial increase from 67.6% (US$1,373,137) in FY2024.
• The company completed its initial public offering (IPO) on the Nasdaq Capital Market on September 9, 2025, raising approximately US$6.9 million in gross proceeds, including the full exercise of the over-allotment option.
• Project research fees saw a recovery, increasing to US$64,148 in FY2025 from nil in FY2024, with one industrial park consultation project completed.
• Investment brokerage fees decreased to nil in FY2025 from US$512,046 in FY2024, as the company was not engaged in such activities during the period.
• Administrative services fees declined due to contract termination on July 1, 2025, recognizing only 9 months of revenue in FY2025 compared to a full 12 months in FY2024.
• The company acquired ownership of a cloud-based fintech solution in August 2024 for US$1,158,243 and a blockchain system in July 2025 for US$212,008, contributing to increased amortization and IT maintenance expenses.
• A share capital reorganization was approved on December 19, 2025, creating Class A Ordinary Shares (1 vote) and Class B Ordinary Shares (50 votes), with Ng Wai Ian and affiliates holding 6,367,680 Class B shares, giving them significant voting control (78.88%).
• Customer concentration remains high, with the top four clients accounting for approximately 96.3% of revenue in FY2025, and two fintech clients (Zongjia and Muhe) alone contributing 70.0% of total revenues.
• Net cash used in operating activities was US$3,662,588 in FY2025, primarily due to increases in prepaid expenses and deposits, and decreases in accounts payable and accrued expenses.
• The company adopted a Clawback Policy for executive compensation, effective October 2, 2023, to comply with SEC and Nasdaq requirements.

Sentiment

Score: 7

Explanation: The company demonstrated strong financial performance with significant revenue and net income growth, driven by a successful pivot to fintech services and a completed IPO. However, substantial geopolitical and regulatory risks related to China/Macau, high customer concentration, and a decline in traditional consulting services temper the overall positive sentiment.

Positives

• Total revenues increased significantly by 55.8% year-over-year to US$3,163,432 in FY2025.
• Net income grew by 25.4% to US$1,001,335 in FY2025, demonstrating improved profitability.
• Fintech services revenue experienced substantial growth, becoming the dominant revenue source (95.6% of total revenue in FY2025), indicating successful diversification and strategic shift.
• Successful completion of an IPO on the Nasdaq Capital Market, raising US$6.9 million in gross proceeds, enhancing capital resources.
• Acquisition of proprietary fintech solutions (AI-driven algorithmic platform and blockchain system) strengthens technological capabilities and future service offerings.
• The company maintains a good working relationship with its employees and has not experienced any material labor disputes.
• The company has established an audit committee, compensation committee, and nominating and corporate governance committee, with independent directors, aligning with corporate governance best practices.

Negatives

• Customer concentration risk is high, with the top four clients accounting for 96.3% of revenue in FY2025, and two fintech clients contributing 70.0% of total revenues.
• Investment brokerage fees decreased to nil in FY2025, indicating a decline in this traditional service segment.
• Administrative services fees decreased due to contract termination, impacting a related-party revenue stream.
• Net cash used in operating activities increased significantly to US$3,662,588 in FY2025, primarily due to advance payments and settlement of liabilities.
• The property markets in mainland China and Macau were under pressure in 2024, leading to a material impact on demand for industrial park consultation services, with only one project completed in FY2025.
• Increased amortization of intangible assets (US$402,527 in FY2025) and IT maintenance fees (US$184,746 in FY2025) reflect higher operational costs associated with fintech expansion.

Risks

• The Chinese government may exercise significant oversight and discretion over business conduct and intervene in operations at any time, potentially changing operations and/or share value.
• Increased oversight by the Chinese government on overseas offerings and foreign investment in China-based issuers could limit the ability to offer shares and cause significant decline or worthlessness of shares.
• Future audit reports may not be prepared by PCAOB-inspected auditors, potentially leading to delisting under the HFCAA if the auditor is not subject to PCAOB inspections for two consecutive years.
• Changes in international trade policies, trade disputes, or a trade war could dampen growth in Macau, China, and other markets where clients reside.
• A downturn in the Macau, China, or global economy, or changes in economic and political policies of China, could materially and adversely affect business and financial condition.
• Subject to scrutiny, criticism, and negative publicity involving U.S.-listed China-based companies could harm business operations, reputation, and investment value.
• Political risks associated with conducting business in Macau, including potential changes to political arrangements with Mainland China.
• Fluctuations in exchange rates, particularly between CNY and MOP, could have a material adverse effect on results of operations and investment value.
• Subject to Macau laws and regulations on data security and anti-monopoly, with potential for fines or operational disruptions if non-compliant.
• Reliance on key management and professional staff, with loss potentially affecting operations.
• Lack of requisite approvals, licenses, or permits, or non-compliance with regulations, could materially and adversely affect business.
• Historical financial and operating results are not a guarantee of future performance due to project-based revenue and market fluctuations.
• High customer concentration risk and dependence on related parties could lead to significant operational and financial risks if these customers/parties fail or decrease business.
• Supplier concentration in fintech business may expose the company to significant performance risk if the key third-party supplier is lost.
• Failure to keep fintech services technology updated as the industry evolves may materially and adversely affect growth, revenues, and business prospects.
• Inability to protect intellectual property rights, including unregistered names, logos, and source codes, could adversely affect reputation and business.
• Failure to protect fintech services products from cyber-attacks or customer data and privacy could adversely affect reputation, customer base, and financial results.
• Exposure to litigation, arbitration, or other legal proceedings, which could result in substantial costs, diversion of management attention, and reputational harm.
• Failure to keep client information confidential or improper handling/misstatements of information could materially and adversely affect business and reputation.
• Potential violation of obligations and standards applicable to the company, including fraud or misconduct by directors, employees, or third parties.
• Inability to successfully implement future business plans, especially in fintech development and expansion into post-development industrial park services.
• Internal control system may become ineffective or inadequate, leading to deficiencies or employee misconduct.
• Risks related to natural disasters, health epidemics, and other outbreaks, which could significantly disrupt operations in Macau.
• Economic volatility and market uncertainty may impact demand for industrial properties, affecting revenue streams and profitability from industrial park consultation.
• Uncertainty regarding the enforcement of civil liabilities in Macau for judgments obtained in U.S. courts.
• Reliance on dividends and other distributions from Macau subsidiaries, with potential limitations by Macau or PRC government on cash transfers.
• No public market for Ordinary Shares prior to IPO, and potential for shares to trade below $5 (penny stock) with associated restrictions.
• Failure to meet applicable continued listing requirements could lead to Nasdaq delisting.
• Substantial future sales or perceived sales of Ordinary Shares could cause price decline.
• Directors, officers, and principal shareholders (especially Ng Wai Ian with 78.88% voting power) have significant voting power and may take actions not in the best interests of other shareholders.
• Management has broad discretion over IPO funds, which may not enhance results or share price.
• Disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
• Failure to maintain an effective system of disclosure controls and internal controls over financial reporting could impair timely production of accurate financial statements.
• No intention to pay dividends in the near future, meaning investors may only receive returns from share price appreciation.
• Securities analysts may not publish favorable research or reports, causing share price or trading volume to decline.
• Difficulty enforcing judgments against the company, directors, and management due to incorporation in Cayman Islands and residency in Macau.
• As a foreign private issuer, the company is exempt from certain U.S. proxy rules and has less detailed/frequent reporting, potentially affording less protection to shareholders.
• Loss of foreign private issuer status in the future could result in significant additional costs and expenses.
• As an emerging growth company, the company takes advantage of reduced reporting requirements, which may mean investors do not have access to certain information.
• Increased costs as a public company, particularly after ceasing to qualify as an emerging growth company.
• Market price volatility or decline regardless of operating performance.

Future Outlook

The company plans to continue strengthening its industrial park and business investment consultation services while increasing focus and resources on fintech products and services. In the short and medium term, the aim is to provide marketing and risk control solutions to banks and financial institutions using AI algorithm and big data technology, with future plans to develop marketing solutions for the tourism industry. The company intends to begin post-development investment and operation services for industrial parks in the near future, subject to project timing.

Management Comments

• Management expects the company's cash on hand to be sufficient to finance working capital requirements within the normal operating cycle of a twelve-month period from the date of financial statements issuance.
• Management believes that the company's experienced employees have developed strong relationships with customers through their ability to provide personalized services and are crucial for generating new business.

Industry Context

The company operates in the industrial park consultation and business investment consultation industries, which are influenced by economic conditions in Macau and mainland China. The property markets in both regions were under pressure in 2024, with investments in office buildings and commercial premises declining, impacting demand for industrial park consultation services. The company is actively diversifying into fintech services, a rapidly evolving sector with significant market potential, particularly in banking and finance, and plans to integrate AI. This strategic shift positions the company to capitalize on technological advancements and differentiate itself from traditional consulting competitors like CBRE and Jones Lang LaSalle, which operate in a fragmented industrial park consultation market.

Comparison to Industry Standards

• The industrial park consultation services industry in China is highly fragmented with over 1,000 market participants, including major international players like CBRE, Jones Lang LaSalle, Savills, Cushman & Wakefield, and Colliers International. The company's shift towards fintech may offer a differentiation strategy in this competitive landscape.
• The company's fintech solutions, such as AI algorithm and big data models for customer credit risk and consumption behavior analysis, align with broader industry trends seen in the banking and financial sectors, where solutions like Alkami's Data & Marketing Solutions, Q2 Holdings' Data Driven Marketing platform, and nCino's Credit and Non-Credit Onboarding Platform are utilized in the USA.

Management Changes

Corporate Governance

Legal Proceedings

• As of January 20, 2026, the company is not a party to, and is not aware of any threat of, any legal proceeding that is likely to have a material adverse effect on its business, financial condition, or operations.

Related Party Transactions

• Administrative services fees of US$50,446 were received from Ione Group Company Limited (a shareholder) for the year ended September 30, 2025.
• Professional fees of US$23,817 were paid to Fortunewell Investment Management Company Limited (controlled by Ng Wai Ian and Ieong Fong Hang) for the year ended September 30, 2025.
• Interest expenses of US$558 were incurred on an advance from Zhuhai Guanghong Daoyuan Technology Partnership (Limited Partnership), under significant influence of Ng Wai Ian, for the year ended September 30, 2025. This advance was US$133,871 as of September 30, 2025, unsecured, interest-bearing at 3.5% p.a., and repayable before August 11, 2026.
• Compensation and benefits paid to Ng Wai Ian (controlling party), Sou Weng Seng (controlling party), Chan Kong Pan (Chief Strategy Officer), and Ieong Fong Hang (Chief Financial Officer) totaled US$184,065 for the year ended September 30, 2025.
• Amounts due to Ione Group Company Limited (a shareholder) for operational advances were US$369,050 as of September 30, 2024, which were unsecured, non-interest bearing, and repayable on demand. This balance was settled by September 30, 2025.
• Amounts payable to Ieong Fong Hang (CFO) were US$3,974 as of September 30, 2025, for expenses paid on behalf of the company.
• A good faith deposit of US$706,694 was paid to ZentoAI Company Limited (controlled by Ng Wai Ian) as of September 30, 2025, for the acquisition of a target company. This deposit is unsecured, non-interest bearing, and refundable under certain conditions.

Stakeholder Impact

• Shareholders: The dual-class share structure significantly concentrates voting power with the controlling shareholder, potentially reducing the influence of minority shareholders. The IPO provided liquidity and capital, but future dividends are not expected in the near term. PCAOB inspection risks and PRC regulatory uncertainty pose delisting threats.
• Employees: The company maintains a good working relationship with its 9 full-time employees in Macau, providing social security benefits. The Clawback Policy introduces a new layer of accountability for executive officers.
• Customers: The shift to fintech services and acquisition of new technologies aim to provide enhanced and diversified offerings. However, high customer concentration means significant reliance on a few key clients.
• Suppliers: Reliance on a key third-party supplier for fintech products introduces performance risk, although the company is developing proprietary solutions.
• Creditors: The company's liquidity is supported by IPO proceeds and potential future financing from major shareholders, but net cash outflow from operations in FY2025 indicates reliance on external funding for growth.

Next Steps

• Continue strengthening industrial park and business investment consultation services.
• Increase focus and resources for fintech products and services.
• Develop proprietary fintech solutions and platforms, potentially integrated with AI, through subsidiary LFT.
• Acquire fintech solution companies and/or recruit technical staff with relevant experience in fintech development.
• Focus on providing marketing solutions and risk control solutions to banks and financial institutions using AI algorithm and big data technology in the short and medium term.
• Develop marketing solutions for the tourism industry after building a fintech business foundation in banking and financial industries.
• Begin operations on post-development investment services and post-development operation services for industrial parks through subsidiary LMS, subject to project timing.
• The deposits for the upgrade of algorithmic and big data models (US$141,339) will be reclassified to intangible assets when the upgrade is ready and available for its intended use, expected in January 2026.

Key Dates

Recommendation

Zenta Group has demonstrated impressive financial growth, particularly in its fintech segment, and successfully completed its IPO, which are strong positives. However, the company faces significant and evolving geopolitical and regulatory risks related to its operations in Macau and potential PRC government intervention, including the threat of delisting under the HFCAA. The high customer concentration and the dual-class share structure, which heavily favors the controlling shareholder, also present notable risks for minority investors. While the strategic shift to fintech is promising, the uncertainties surrounding the regulatory environment and the inherent volatility of emerging markets warrant a cautious approach. A 'hold' recommendation allows investors to monitor how these substantial risks evolve against the backdrop of the company's strong operational performance and strategic execution.

Keywords

Fintech, Consulting Services, Macau, Industrial Park Consultation, Business Investment Consultation, SEC Filing, Form 20-F, Nasdaq, IPO, Blockchain, AI, Big Data, Cayman Islands, China, Corporate Governance, Risk Management, Financial Reporting