AirNet Tech Ownership Update

TL;DR

BIG SHIFT in AirNet Tech ($AIRN?) ownership filing - Guo Man & crew updated 13D/A.

AI Summary

On April 8, 2024, a Schedule 13D/A filing was made concerning AirNet Technology Inc. This amendment, filed by Guo Man and others including Wealthy Environment Limited, Dan Shao, Global Earning Pacific Limited, Qing Xu, and Mambo Fiesta Limited, indicates a change in beneficial ownership. The filing pertains to the Ordinary Shares of AirNet Technology Inc.

Why It Matters

This filing signals a potential shift in control or significant stake changes for AirNet Technology Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake building or changes in control, which can lead to increased volatility.

Key Players & Entities

• AirNet Technology Inc. (company) — Subject Company
• Guo Man (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
• $0 — , each at a per Share price at par of US$0.04, for an aggregate consideration of U
• $52,289.16 — 04, for an aggregate consideration of US$52,289.16. In consideration of the repurchase, th

Filing Documents

• tm2410312d1_sc13da.htm (SC 13D/A) — 141KB
• tm2410312d1_ex99-z.htm (EX-99.Z) — 68KB
• 0001104659-24-044511.txt ( ) — 210KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 17 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.”

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 March 19, 2024, the Company entered into an investor repurchase agreement (the “Investor Repurchase Agreement”) with Unistar Group Holdings Ltd. (“Unistar Group”) and Northern Shore Group Limited (“Northern Shore”), pursuant to which the Company repurchased (1) 596,908 Shares (or 23,876,308 ordinary shares prior to the 40-1 share consolidation effective on December 9, 2022) issued to Unistar Group under an investment agreement dated December 30, 2020, and (2) 710,321 Shares (or 28,412,806 ordinary shares prior to the share consolidation) issued to Northern Shore under an investment agreement dated February 4, 2021, each at a per Share price at par of US$0.04, for an aggregate consideration of US$52,289.16. In consideration of the repurchase, the Company shall transfer (or cause to transfer) 100% of the equity interest in Blockchain Dynamics Limited, a company incorporated under the Laws of Hong Kong indirectly wholly owned by the Company to hold the computer servers as the consideration under the investment agreements and to operate related cryptocurrency mining business. The repurchase under the Investor Repurchase Agreement was closed on March 19, 2024. The description of the Investor Repurchase Agreement is qualified in its entirety by reference to the full text of the Investor Repurchase Agreement, a copy of which is filed herewith as Exhibit Z and incorporated herein by reference. The total number of shares outstanding of the Company decreased as a result of the repurchase of Shares under the Investor Repurchase Agreement, and the percentage of the class of securities beneficially owned by each Reporting Person increased correspondingly.

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. CUSIP No. 00941Q203 Page 9 of 12 Pages 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 19, 2024. Mr. Guo is married to Ms. Shao. Mr. Guo disclaims beneficial ownership of the Shares held by Ms. Shao or Global Earning Pacific Limited. 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 V

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 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 99.3 to Current Report on Form 6-K filed by the

View Full Filing

View this SC 13D/A filing on SEC EDGAR