AirNet Technology Inc. SC 13D/A Filing Update

TL;DR

AirNet Tech (AIRN) ownership update filed, key players involved.

AI Summary

On March 8, 2024, AirNet Technology Inc. filed an amendment (SC 13D/A) to its Schedule 13D. This filing indicates changes in beneficial ownership for the company's ordinary shares. The filing lists several individuals and entities, including Herman Man Guo, Dan Shao, Qing Xu, Wealthy Environment Limited, Global Earning Pacific Limited, and Mambo Fiesta Limited, as parties involved in the beneficial ownership changes.

Why It Matters

This filing provides insight into significant changes in the ownership structure of AirNet Technology Inc., which could signal shifts in control or strategic direction for the company.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate potential activist investor activity or shifts in major shareholder stakes, which may impact stock price and company strategy.

Key Players & Entities

• AirNet Technology Inc. (company) — Subject Company
• Herman Man Guo (person) — Filing Party
• Wealthy Environment Limited (company) — Filing Party
• Dan Shao (person) — Filing Party
• Global Earning Pacific Limited (company) — Filing Party
• Qing Xu (person) — Filing Party
• Mambo Fiesta Limited (company) — Filing Party

FAQ

Key Financial Figures

• $0.04 — of Issuer) Ordinary Shares, par value $0.04 per share (Title of Class of Securiti
• $7.6 million — he 6,567,431 Shares was approximately US$7.6 million in cash, which was funded by existing c

Filing Documents

• tm248333d1_sc13da.htm (SC 13D/A) — 130KB
• tm248333d1_ex99-y.htm (EX-99.Y) — 36KB
• 0001104659-24-032383.txt ( ) — 168KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 16 relates to the ordinary shares, par value $0.04 per share (the “Shares”), of AirNet Technology Inc., a Cayman Islands company (the “Company”) whose principal executive offices are located at Suite 301, No. 26 Dongzhimenwai Street, Chaoyang District, Beijing 100027, the People’s Republic of China. American depositary shares of the Company (the “ADSs” and each an “ADS”), each representing one Share of the Company, are listed on the Nasdaq Capital Market under the symbol “ANTE.”

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following: Mr. Herman Man Guo is the chairman of the board of directors and interim chief financial officer of the Company. Ms. Dan Shao is the co-chief executive officer of the Company.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: On February 8, 2024, Wealthy Environment Limited, a company incorporated in the British Virgin Islands, which is wholly owned by Mr. Herman Man Guo, entered into a share subscription agreement (the “Share Subscription Agreement”) with the Company, pursuant to which the Company transferred 4,448,847 Shares that were previously held by and in the Company’s name as treasury shares and issued an additional 2,118,584 Shares to Wealthy Environment Limited on March 6, 2024, i.e., the closing date. The subscription price for each Share was calculated based on the average closing price of the Company’s ADSs for the 30 trading days immediately preceding the date on which the closing under the Share Subscription Agreement actually took place, multiplied by 1.1, which in no event shall be less than the closing price of the ADSs on the day immediately preceding such closing date. The aggregate subscription price for the 6,567,431 Shares was approximately US$7.6 million in cash, which was funded by existing capital held by Mr. Guo. The description of the Share Subscription Agreement is qualified in its entirety by reference to the full text of the Share Subscription Agreement, a copy of which is filed herewith as Exhibit Y and incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D

Item 5 of the Schedule 13D is hereby amended and restated as follows: The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. By virtue of their actions in respect of the Proposed Transaction as defined in the Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each of the Reporting Persons may be deemed to beneficially own the Shares beneficially owned by the members of the group as a whole. Except as otherwise disclosed herein, each Reporting Person expressly disclaims any beneficial ownership of the Shares beneficially owned by each other Reporting Person. The 7,171,327 Shares beneficially owned by Mr. Guo comprise (i) 6,970,081 Shares beneficially owned by Wealthy Environment Limited, a British Virgin Islands company solely owned and controlled by Mr. Guo, (ii) 121,246 Shares represented by ADSs held by Wealthy Environment Limited, (iii) 50,000 Shares represented by ADSs held by Mr. Guo, and (iv) 30,000 Shares that Mr. Guo has the right to acquire upon exercise of options within 60 days after March 6, 2024. Mr. Guo is married to Ms. Shao. Mr. Guo disclaims beneficial The 514,605 Shares beneficially owned by Ms. Shao comprise (i) 500,000 Shares beneficially owned by Global Earning Pacific Limited, a British Virgin Islands company solely owned and controlled by Ms. Shao and (ii) 14,605 Shares represented by ADSs that Ms. Shao purchased in one or more open-market transactions. Ms. Shao is married to Mr. Guo. Ms. Shao disclaims beneficial ownership of the Shares held by Mr. Guo or Wealthy Environment Limited. The 87,500 Shares beneficially owned by Mr. Xu comprise (i) 25,000 Shares directly held by Mambo Fiesta Limited, a British Virgin Islands company wholly owned and controlled by Mr. Xu, and (

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description A* Joint Filing Agreement, dated October 9, 2015, by and between Mr. Herman Man Guo, Wealthy Environment Limited, Ms. Dan Shao, Global Earning Pacific Limited, Mr. Qing Xu and Mambo Fiesta Limited B* Proposal Letter dated June 19, 2015 from Mr. Herman Man Guo, on behalf of himself and the management of the Company, to the board of directors of the Company C* Consortium Agreement, dated June 29, 2015, by and between Mr. Herman Man Guo, Mr. James Zhonghua Feng and Mr. Qing Xu D* Withdrawal Notice, dated September 18, 2015, executed by Mr. James Zhonghua Feng and acknowledged and agreed by Messrs. Herman Man Guo and Qing Xu E* Amended and Restated Consortium Agreement, dated September 18, 2015, by and between Mr. Herman Man Guo and Mr. Qing Xu F* Agreement and Plan of Merger, dated September 29, 2015, among AirMedia Holdings Ltd., AirMedia Merger Company Limited, and the Company (incorporated herein by reference to Exhibit 99.1 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on September 29, 2015) G* Rollover Agreement, dated September 29, 2015, among AirMedia Holdings Ltd., Wealthy Environment Limited, Ms. Dan Shao, Global Earning Pacific Limited, Mr. Qing Xu and Mambo Fiesta Limited CUSIP No. 00941Q203 Page 10 of 11 Pages H* Voting Agreement, dated September 29, 2015, among AirMedia Holdings Ltd., Mr. Herman Man Guo, Wealthy Environment Limited, Ms. Dan Shao, Global Earning Pacific Limited, Mr. Qing Xu and Mambo Fiesta Limited I* Debt Commitment Letter issued by China Merchants Bank Co., Ltd., New York Branch to AirMedia Holdings Ltd. and AirMedia Merger Company Limited, dated as of July 31, 2017 J* Limited Guarantee by Mr. Herman Man Guo, Wealthy Environment Limited, Ms. Dan Shao and Global Earning Pacific Limited in favor of the Company, dated as of September 29, 2015 (incorporated herein by reference to Exhibit

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