Zeta Network Group-美国证券交易所招股说明书（2026年3月13日版本）

Filed pursuant to Rule 424(b)(5)Registration No. 333-292327 Zeta Network Group $6,000,000 Senior 10% Original Issue Discount Convertible Promissory Note324,114 Class A Ordinary Shares Issuable Upon Conversion of the Senior 10% Original Issue Discount Convertible Pursuant to this prospectus supplement and the accompanying prospectus, and a securities purchase agreement dated March 10, 2026(the “Purchase Agreement”), we are offering $6 million in principal amount of our Senior 10% Original Issue Discount ConvertiblePromissory Note (the “First Tranche Notes”) and Warrants (the “First Tranche Warrants”) to purchase up to 270,271 Class A OrdinaryShares of a nominal or par value of USD$0.25 each (the “Ordinary Shares”). The First Tranche Notes will have an original issuediscount of 10%, a maturity of twelve months from the date of issuance, bear no interest and will be convertible immediately uponissuance, subject to certain exceptions, into Ordinary Shares at an initial conversion price equal to the lower of (i) $18.51, or (ii) aprice equal to the greater of (x)the floor price (the “Floor Price”) of $1.742, subject to reset every six months, or (y) the AlternativeConversion Price, as hereinafter defined. If the Alternative Conversion Price is less than the Floor Price in effect, we shall issue anumber of shares equal to the conversion amount divided by the Floor Price, and either pay to the First Tranche Note holder in cash byvia transfer of immediately available funds, or add to the outstanding principal of the First Tranche Notes, an amount as defined On February 10, 2026, our board of directors approved the implementation of a 1:100 reverse share split and share consolidation ofour authorized and issued share capital (the “Share Consolidation”), which had previously been authorized by our shareholders at ourextraordinary general meeting on January 22, 2026. The Share Consolidation was effective under Cayman Islands law on February 10,2026, and on that same date, we filed our eighth amended and restated memorandum and articles of association, which reflects theShare Consolidation, with the Registrar of Companies in the Cayman Islands. Upon the opening of the market on March 12, 2026, our In addition, we agreed to sell the investors, subject to the conditions set forth in the Purchase Agreement, no sooner than May 12, 2026(the first trading day following 60 days after March 12, 2026, the date of the effectiveness and reflection on the records of theDepository Trust Company and in the trading of the Ordinary Shares on Nasdaq of the Share Consolidation) an additional $4 millionin principal amount of our Senior 10% Original Issue Discount Convertible Promissory Notes (the “Second Tranche Notes, ”and The Second Tranche Notes, the Ordinary Shares issuable from time to time upon conversion of the Second Tranche Notes, the SecondTranche Warrants and the Ordinary Shares issuable from time to time upon exercise of the Second Tranche Warrants, all of which have For a more detailed description of the First Tranche Notes and First Tranche Warrants, see the section entitled “Description ofSecurities We Are Offering” beginning on page S-14. There is no established public trading market for the First Tranche Notes and Our Ordinary Shares trade on the NASDAQ Capital Market under the symbol “ZNB.” On March 11, 2026, the closing sale price ofour Ordinary Shares was $10.78 per share, as adjusted for the Share Consolidation. As of March 11, 2026, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates was approximately $17million, based on 1,579,591 outstanding Ordinary Shares held by non-affiliates, and a per share price of $10.78, which was the closing We have retained Maxim Group LLC to act as the exclusive placement agent to use its best efforts to solicit offers from investors topurchase the securities in this offering. The placement agent has no obligation to buy any securities from us or to arrange for thepurchase or sale of any specific number or dollar amount of securities. The placement agent is not purchasing or selling any securities We estimate the total expenses of this offering, excluding the placement agent fees, will be approximately $0.1 million.We are notrequired to sell any specific number or dollar amount of the securities offered in this offering. After deducting fees due to theplacement agent and our estimated offering expenses, we expect the net proceeds to us from this offering will be approximately $5.0 Public offering price (1)See “Plan of Distribution” for additional information regarding total compensation payable to the placement agent, includingexpenses for which we have agreed to reimburse the placement agent. Our business and holding our Ordinary Shares involve a high degree of risk. See “Risk Factors” beginning on page S-8 of thisprospectus supplement, on page 5 of the accompanying base prospectus and the risk factors described in the documents Neither