Nasdaq-listed fintech firm Zeta Network Group has entered into a securities purchase agreement with institutional investors to issue senior 10% original issue discount (OID) convertible promissory notes and warrants, targeting total funding of up to $10 million. The first tranche, $6 million, is expected to close on or about March 12, 2026, with proceeds earmarked mainly for purchasing Bitcoin—doubling down on the company's strategy of using digital assets as a treasury reserve.
First Tranche Details: $6M Closing by March 12
Under the initial closing, the company will issue convertible notes with a principal amount of $6 million. After applying the 10% OID, gross proceeds will be roughly $5.4 million. Investors will also receive warrants to purchase the company's Class A ordinary shares. The number of warrants is calculated by dividing half the note value ($3 million) by the variable weighted average price (VWAP) of the shares on the trading day before closing. A 1-for-100 share consolidation will take effect prior to market open on Nasdaq on March 12. The second tranche (remaining $4 million) will not close before May 12, 2026, subject to standard conditions. The placement agent is Maxim Group LLC, and the securities are registered under a shelf registration statement declared effective by the SEC on January 5, 2026.
Warrants and Convertible Notes: Key Terms
The convertible promissory notes have a 12-month maturity and can be converted into ordinary shares within a specified period at a variable conversion price with a floor price. The accompanying warrants are exercisable from issuance, expire in five years, carry an exercise price equal to the original conversion price of the notes, and include standard anti-dilution provisions. This structure provides investors with equity exposure while giving Zeta Network near-term capital. The company will file the agreement as a Form 6-K with the SEC for additional disclosure.
Bitcoin Treasury Expansion at Core
A majority of the net proceeds will be used to buy Bitcoin, boosting the company's digital asset reserves. This move aligns with Zeta Network's broader strategy of building institutional-grade digital asset infrastructure within a regulated public company framework. The latest fundraising marks the firm's second time using convertible financing to bolster its Bitcoin treasury, joining a growing list of publicly traded companies adopting crypto-based treasury strategies.