3 E Network Technology Group Ltd. Issues Convertible Note

TL;DR

3E Network Tech sold a convertible note on 12/18/25, could mean more shares later.

AI Summary

On December 18, 2025, 3 E Network Technology Group Limited entered into a Securities Purchase Agreement with an institutional investor to sell and issue an 8% original issue discount convertible promissory note. The filing does not specify the dollar amount of the convertible note.

Why It Matters

The issuance of a convertible note indicates potential future dilution for existing shareholders if the note is converted into equity.

Risk Assessment

Risk Level: medium — Convertible notes can lead to share dilution, impacting existing shareholder value.

Key Numbers

• 8% — Original Issue Discount (Applies to the convertible promissory note issued.)

Key Players & Entities

• 3 E Network Technology Group Limited (company) — Registrant
• December 18, 2025 (date) — Date of Securities Purchase Agreement
• institutional investor (company) — Purchaser of convertible note
• 8% (dollar_amount) — Original issue discount on convertible note

FAQ

Key Financial Figures

• $2,000,000 — y note in the principal amount of up to $2,000,000 (the “Note”) convertible in
• $0.0001 — dinary shares of the Company, par value $0.0001 per share (“Shares”). The i
• $1,380,000 — closing for aggregate gross proceeds of $1,380,000 and a principal amount of $1,500,000 of
• $1,500,000 — of $1,380,000 and a principal amount of $1,500,000 of Note occurred on the same date (the
• $500,000 — eement provides for a second closing of $500,000 in principal of Note for $460,000 in gr
• $460,000 — ng of $500,000 in principal of Note for $460,000 in gross proceeds to occur upon effecti

Filing Documents

• mask6k121925.htm (6-K) — 16KB
• maskex4-1.htm (EX-4.1) — 204KB
• maskex10-1.htm (EX-10.1) — 271KB
• maskex10-2.htm (EX-10.2) — 80KB
• maskex10-3.htm (EX-10.3) — 83KB
• 0001185185-25-002144.txt ( ) — 656KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2025 Commission file number: 001-42466 3 E NETWORK TECHNOLOGY GROUP LIMITED (Exact name of registrant as specified in its charter) No.118 Connaught Road West, 3003-2 Hong Kong, China, 999077 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F CONTENTS On December 18, 2025, 3 E Network Technology Group Limited (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company agreed to sell and issue an 8% original issue discount convertible promissory note in the principal amount of up to $2,000,000 (the “Note”) convertible into Class A ordinary shares of the Company, par value $0.0001 per share (“Shares”). The initial closing for aggregate gross proceeds of $1,380,000 and a principal amount of $1,500,000 of Note occurred on the same date (the “Closing”). The Purchase Agreement provides for a second closing of $500,000 in principal of Note for $460,000 in gross proceeds to occur upon effectiveness of the resale registration The Company and the Investor also entered into a Registration Rights Agreement, which stipulates that the Company will file a registration statement on Form F-3, or, if the Company is not then eligible to use Form F-3, on Form F-1, or any successor form with the U.S. Securities and Exchange Commission (SEC) within 15 business days upon the Closing, which will cover the resale of Shares issuable upon conversion of the Note. In addition, to secure the transactions and as a condition precedent to the Closing, the Company, its subsidiaries, and the Investor also entered into a Guarantee Agreement at the Closing to guarantee the Company’s payment and performance of all obligations under the Purchase Agreement. Boustead Securities, LLC acted as placement agent in connection with the offering. The foregoing description of the Purchase Agreement, the Note, the Registration Rights Agreement, the Guarantee Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, forms of which are filed as Exhibits to this Current Report on Form 6-K as Exhibits 10.1, 4.1, 10.2 and 10.3 hereto, respectively, and incorporated by reference. This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Safe Harbor Statements This report contains Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the expected use of proceeds, the Company’s ability to satisfy conditions to future closings, and the Company’s future plans and strategies. Words such as “may,” “will,” “expects,” “plans,” “intends,” “believes,” “estimates,” “anticipates,” “targets,” and similar expressions are intended to identify such forward-looking may differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these and other risks is included in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law. 1 EXHIBITS Exhibit No. Description 4.1 Form of Note 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of Guarantee Agreement 2 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 3 E Network Technology Group Limited By: /s/ Tingjun Yang Name: Tingjun Yang Title: Chief Executive Officer, Director Date: December 19, 2025 3

View Full Filing

View this 6-K filing on SEC EDGAR