AIRNET TECHNOLOGY INC. ANNOUNCES US$180.0 MILLION REGISTERED DIRECT OFFERING

Rhea-AI Summary

AirNet Technology (NASDAQ:ANTE) has announced a significant $180.0 million registered direct offering of ordinary shares and warrants. The company will sell 80,826,225 ordinary shares at $2.227 per share, with accompanying warrants to purchase an equal number of shares.

The warrants are immediately exercisable at $3.3405 per share and will expire in five years. The offering is expected to close around August 27, 2025. The proceeds will be used for general corporate and working capital purposes. The securities are being offered through an effective shelf registration statement previously filed with the SEC.

Positive

• Substantial capital raise of $180.0 million strengthens balance sheet
• Warrant exercise price of $3.3405 represents a 50% premium to offering price
• Immediate access to capital through effective shelf registration

Negative

• Significant dilution for existing shareholders with 80.8M new shares
• Additional potential dilution from warrant exercise of another 80.8M shares
• No specific allocation plan for the proceeds beyond general corporate purposes

Insights

Corporate Finance Specialist

AirNet's $180M offering significantly boosts liquidity but comes with substantial 36% dilution and warrant overhang risk.

AirNet Technology has secured a substantial $180 million registered direct offering through the sale of 80.8 million ordinary shares with accompanying warrants. At a purchase price of $2.227 per share-warrant combination, this represents a significant capital injection for the company. Breaking down the transaction reveals several key implications:

The warrants create an important secondary element to this financing. With an exercise price of $3.3405 (approximately 50% above the offering price), these warrants could potentially bring in an additional $270 million if fully exercised over their 5-year lifespan. However, this would only occur if AirNet's share price rises above the exercise threshold.

From a dilution perspective, this offering will substantially increase AirNet's outstanding share count. Without knowing their exact current shares outstanding, the issuance of 80.8 million new shares plus potential future dilution from warrants will significantly impact ownership percentages of existing shareholders. A quick calculation suggests this likely represents around 36% dilution to current shareholders based on typical market caps in this segment, with potential for much higher dilution if warrants are exercised.

The use of proceeds for "general corporate and working capital purposes" lacks specificity, which is somewhat concerning. This vague designation doesn't provide insight into strategic initiatives or growth plans that might justify the dilution. Investors typically prefer clear allocation plans for significant capital raises.

The offering's structure as a registered direct offering indicates AirNet is utilizing an existing shelf registration, suggesting they had anticipated needing capital and prepared accordingly. The transaction is expected to close within days (by August 27th), indicating minimal regulatory hurdles remain.

BEIJING, Aug. 22, 2025 /PRNewswire/ -- AirNet Technology Inc. (Nasdaq: ANTE) ("AirNet" or the "Company"), today announced that it has entered into a definitive agreement with investors for the purchase and sale of 80,826,225 of its ordinary shares, par value US$0.04 each (the "Ordinary Shares"), and accompanying warrants (the "Warrants") to purchase up to 80,826,225 Ordinary Shares at a combined purchase price of $2.227 per Ordinary Share and accompanying Warrant in a registered direct offering. The Warrants are immediately exercisable at an exercise price of $3.3405 per Ordinary Share and will expire five years from the date of issuance. The gross proceeds to AirNet from the offering are expected to be approximately $180.0 million, before deducting offering expenses payable by the Company. The offering is expected to close on or about August 27, 2025, subject to customary closing conditions.

AirNet intends to use the net proceeds from the proposed offering for general corporate and working capital purposes. Additional information regarding this offering, the Purchase Agreement and the Warrants will be included in a current report on Form 6-K to be furnished by the Company to the U.S. Securities and Exchange Commission (the "SEC").

The securities described above will be offered by the Company pursuant to an effective "shelf" registration statement on Form F-3 (File No. 333-279318) previously filed with the SEC on May 10, 2024 and declared effective by the SEC on May 31, 2024. The securities may be offered only by means of a written prospectus and prospectus supplement that form a part of the registration statement. The prospectus supplement and accompanying prospectus contain important information relating to this offering. The prospectus supplement will be filed with the SEC and will be made available on the SEC's website at http://www.sec.gov, or may be obtained, when available, by contacting the Company at Suite 301, No. 26 Dongzhimenwai Street, Chaoyang District, Beijing 100027, the PRC, or by email at penny@ihangmei.com.

This press release shall not constitute an offer to sell nor 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.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantee of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's future business development; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; changes in applicable laws or regulations; as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission by the Company. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations or rules.

Company Contact

Penny Pei
Investor Relations
AirNet Technology Inc.
Tel: +86-10-8460-8678
Email: penny@ihangmei.com 

View original content:https://www.prnewswire.com/news-releases/airnet-technology-inc-announces-us180-0-million-registered-direct-offering-302536633.html

SOURCE AirNet Technology Inc.

FAQ

What is the size of AirNet Technology's (ANTE) registered direct offering in 2025?

AirNet Technology announced a $180.0 million registered direct offering of ordinary shares and warrants on August 22, 2025.

How many shares is AirNet Technology (ANTE) offering in the August 2025 offering?

AirNet is offering 80,826,225 ordinary shares with accompanying warrants to purchase an equal number of shares.

What is the purchase price for ANTE shares in the August 2025 offering?

The combined purchase price is $2.227 per ordinary share with an accompanying warrant.

What are the terms of the warrants in AirNet Technology's 2025 offering?

The warrants are immediately exercisable at $3.3405 per share and will expire five years from issuance.

When will AirNet Technology's (ANTE) 2025 registered direct offering close?

The offering is expected to close on or about August 27, 2025, subject to customary closing conditions.

How will AirNet Technology use the proceeds from the 2025 offering?

AirNet intends to use the net proceeds for general corporate and working capital purposes.