Zeta Network Group-A美股招股说明书(2025-10-09版)

Prospectus Supplement(To Prospectus dated August 20, 2024) ZETA NETWORK GROUP 800,000 Class A Ordinary Sharesand14,200,000 Pre-Funded Warrants to Purchase 14,200,000 Class A Ordinary Shares(and up to 14,200,000 Class A Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants) Pursuant to this prospectus supplement and the accompanying prospectus, Zeta Network Group (f.k.a. Color Star Technology Co., Ltd.), aCayman Islands exempted company with limited liability (the “Company,” “Zeta,” “we,” “us,” and “our”) is offering to certain institutionalinvestors (the “Purchasers”) (i) 800,000 Class A ordinary shares, par value $0.0025 per share (the “Class A Ordinary Shares”, together withour Class B ordinary shares, par value $0.0025 per share, the “Ordinary Shares”) and (ii) 14,200,000 Pre-Funded Warrants to purchase14,200,000 Class A Ordinary Shares (the “Pre-Funded Warrants” and each a “Pre-Funded Warrant”), exercisable at an initial exercise price of$0.0025 per share. Each Class A Ordinary Share is offered at an offering price of US$1.00 per share, and each Pre-Funded Warrant is offeredat an offering price of $0.9975, which equals the price per Class A Ordinary Share being sold to the Purchasers in this offering, minus$0.0025. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Warrants if the holder(together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) wouldbeneficially own in excess of 9.99% of the number of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. Our Class A Ordinary Shares trade on the Nasdaq Capital Market under the symbol “ZNB.” On October 7, 2025, the closing sale price of ourClass A Ordinary Shares was $3.40 per share. There is no established trading market for the Pre-Funded Warrants, and we do not intend toapply for listing of the Pre-Funded Warrants on any national securities exchange. As of August 11, 2025, the aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates was approximately$107.16 million based on 7,252,562 outstanding Class A Ordinary Shares held by non-affiliates, and a per share price of $14.7775 (post 1-for-25 Reverse Split), which was the highest reported price on the Nasdaq Capital Market of our Class A Ordinary Shares on August 11, 2025.During the 12 calendar months prior to and including the date of this prospectus supplement (excluding this offering), we have soldapproximately $35.4 million in securities pursuant to General Instruction I.B.5 of Form F-3. We have engaged Univest Securities, LLC to act as the exclusive placement agent (“Univest” or the “Placement Agent”) to use its best effortsto solicit offers from investors to purchase the securities in this offering. The Placement Agent has no obligation to buy any securities from usor to arrange for the purchase or sale of any specific number or dollar amount of securities. The Placement Agent is not purchasing or sellingany securities in this offering. See “Plan of Distribution” beginning on page S-23 of this prospectus supplement for more informationregarding these arrangements. We will pay the Placement Agent a fee equal to the sum of 7.0% of the aggregate purchase price paid byinvestors in this offering. We have also agreed to reimburse the Placement Agent for its reasonable out-of-pocket actual expenses of up to$50,000 for all costs and expenses incurred. We estimate the total expenses of this offering, excluding the Placement Agent fees, will be approximately $100,000. After deducting fees dueto the Placement Agent and our estimated offering expenses, we expect the net proceeds to us from this offering will be approximately $13.8million, not including the exercise of any Pre-Funded Warrants. The offering contemplated hereunder is expected to close on or about October9, 2025, subject to the satisfaction of customary closing conditions. (1)See “Plan of Distribution” for additional information regarding total compensation payable to the placement agent, including expensesfor which we have agreed to reimburse the placement agent. Our business and holding our Class A Ordinary Shares involve a high degree of risk. See “Risk Factors” beginning on page S-9 of thisprospectus supplement, on page 6 of the accompanying base prospectus and the risk factors described in the documents incorporatedby reference into this prospectus supplement and the accompanying base prospectus for more information. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecuritiesor determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Univest Securities, LLC Sole Placement Agent The date of this prospectus supplement is October 7, 2