AG真人官方

AirNet Technology Inc. (Nasdaq: ANTE) has filed Amendment No. 2 to its Form F-3 shelf registration statement to register up to 15,555,600 ordinary shares (par value US$0.04) held by existing investors under a February 19, 2025 Securities Purchase Agreement. The shares will be offered from time to time by the selling shareholders on Nasdaq or in private transactions; AirNet will receive no proceeds but will bear the registration expenses.

Strategic repositioning. Management plans to dispose of the loss-making air-travel media network segment鈥攐perated through variable-interest entities (VIEs)鈥攆or a nominal US$1 consideration. Closing requires shareholder approval (expected by end-August 2025), fairness opinion and satisfaction of other conditions. Post-disposition, the sole remaining business will be cryptocurrency mining. The company re-entered the Bitcoin market in May 2024, purchasing 7,200 Bitmain T21 miners (aggregate RMB 177.2 million) now hosted in Kazakhstan, generating 133.1 BTC to date. An LOI was signed in March 2025 to co-develop a 130 MW liquid-cooled mining facility.

Weak financial profile. AirNet reported net revenue of US$0.4 million in 2024 (-59.4% YoY) and negative working capital of US$52.6 million. Consolidated net losses attributable to the parent were US$13.7 million in 2024, US$0.6 million in 2023 and US$13.3 million in 2022. The firm has not declared dividends and does not expect to do so in the foreseeable future.

Capital market actions. 鈥� April 2024: private placement of 3.37 million shares for US$5.7 million. 鈥� April 2024: 1.2 million shares issued for advisory services. 鈥� May 30 2025: American Depositary Share (ADS) program terminated; ordinary shares now trade directly on Nasdaq under 鈥淎NTE鈥�.

Regulatory landscape. Operations in China rely on a VIE structure subject to PRC scrutiny. The prospectus details heightened risks regarding data security, CSRC filing requirements, potential disallowance of VIEs and HFCAA delisting exposure if PCAOB access is lost. Management states that, other than post-offering CSRC filings, no further permissions are currently required.

Cash-flow dynamics. 2024 intra-group transfers: AirNet + subs received RMB1.1 million from VIEs; VIEs received RMB52,000 from AirNet. No dividends have ever been paid. PRC capital controls could restrict future transfers.

Key takeaways for investors:

• No dilution proceeds to AirNet; potential market overhang from 15.6 million resalable shares (~41% of non-affiliate float).
• Business pivot toward high-risk, capital-intensive Bitcoin mining while legacy media assets are divested at a token price.
• Persisting operating losses and limited revenue base heighten going-concern risk.
• Multiple regulatory uncertainties (PRC, HFCAA, cybersecurity) could impair value.

AirNet Technology Inc. (NASDAQ: ANTE) has filed Amendment No. 1 to a Form F-3 shelf registration statement enabling the resale of up to 15,555,600 ordinary shares鈥攅quivalent to roughly 70% of the company鈥檚 current public float of 22.4 million shares鈥攂y existing investors who acquired the stock under a February 19, 2025 Securities Purchase Agreement. The company will receive no proceeds; it will, however, bear the registration costs.

The filing reiterates AirNet鈥檚 complex variable-interest-entity (VIE) structure, under which the Cayman Islands holding company contracts with operating entities in mainland China to circumvent foreign-ownership restrictions in the advertising sector. The prospectus highlights that the VIE agreements have never been tested in a PRC court and could be deemed non-compliant by regulators, potentially forcing divestiture or causing the company鈥檚 securities to become worthless.

Regulatory context: 鈥� The PRC鈥檚 new overseas-listing filing regime (effective 31 Mar 2023) requires AirNet to file details of any follow-on offerings with the China Securities Regulatory Commission (CSRC) within three working days after completion. 鈥� The company states it is not presently required to obtain CSRC or CAC approvals for this resale, but future policy changes remain a risk. 鈥� Under the Holding Foreign Companies Accountable Act (HFCAA), AirNet could be delisted if the PCAOB again loses full inspection access to China-based auditors.

Capital structure developments: 鈥� In May 2025 the firm terminated its American Depositary Receipt (ADR) facility; holders received one ordinary share for each ADR, and the ordinary shares now trade directly on Nasdaq under the same ticker. 鈥� Earlier in 2024 the company issued 3.37 million shares via a US$5.7 million private placement and 1.2 million shares to advisors for business-development services.

Business snapshot: AirNet provides in-flight connectivity, entertainment, and advertising services to Chinese airlines through partnerships with China Unicom and China Eastern Airlines Media. As of 31 Mar 2024 it held exclusive in-flight rights to 65% of domestic theatrical releases and supplied content to more than 12 airlines. Consolidated 2024 revenue was US$0.34 million, down sharply from US$0.86 million in 2023; net loss attributable to shareholders widened to US$13.7 million (2023: US$0.6 million loss).

Cash-flow overview: 2024 operating cash inflow of US$22.7 million at the parent level was offset by a US$29.2 million outflow for investments, resulting in a modest net financing inflow of US$6.2 million. The company does not expect to declare dividends in the foreseeable future.

The prospectus devotes extensive space to risk factors covering PRC policy shifts, foreign-exchange controls, VIE enforceability, potential HFCAA delisting, continuing operating losses, limited operating history in new business lines, and reliance on advertising demand.

AirNet Technology Inc. (NASDAQ: ANTE) disclosed in its 6-K dated June 20, 2025 that it has entered into a Share Purchase Agreement ("Disposition SPA") on June 11, 2025 with AR iCapital LLP, an unaffiliated Singapore entity. Under the agreement, AR iCapital will acquire 100% of seven subsidiaries鈥擝road Cosmos Enterprises Ltd., Air Net International Ltd., Air Net (China) Ltd., Shenzhen Yuehang Information Technology Co., Xian Shengshi Dinghong Information Technology Co., and Yuehang Chuangyi Technology ( Beijing ) Co.鈥攃ollectively referred to as the 鈥淭argets.鈥�

Consideration & Liability Transfer: The purchase price is a nominal US$1. Upon closing, the buyer will become the sole shareholder of the Targets and will assume all assets and liabilities associated with them. No additional cash, stock or contingent consideration is mentioned.

Conditions to Closing:

• Payment of the US$1 purchase price.
• Receipt of an independent fairness opinion.
• Approval by AirNet shareholders.

The filing includes pre- and post-transaction organizational charts (not reproduced in the text) and attaches the full Disposition SPA as Exhibit 99.1. No financial statements, pro-forma impact, or earnings data accompany the filing.

Strategic Implication: The divestiture signals a potential restructuring focus, as AirNet will exit direct ownership of the specified subsidiaries once conditions are satisfied. Because the buyer assumes all related liabilities, the transaction may reduce ANTE鈥檚 consolidated balance-sheet obligations, but the filing does not quantify these amounts. Management has not provided guidance on future strategic direction or financial impact beyond the structural change.