3 E Network Announces Entry into Material Definitive Agreement, Related Party Transaction and Unregistered Sale of Equity Securities

The placement includes a $2,103,764.12 subscription by an entity controlled by the company’s CEO and director.

Rhea-AI Summary

3 E Network Technology Group (MASK) entered into a subscription agreement with seven purchasers for a private placement raising $5,000,000 in gross cash proceeds. The placement covers 2,751,789 Class A ordinary shares at approximately US$1.8170 each, stated on a post-consolidation basis.

The purchasers include an entity controlled by CEO and director Dr. Tingjun Yang, subscribing for $2,103,764.12 as a related-party transaction. The audit committee and board approved the placement. Issuance remains subject to applicable conditions and cannot occur before October 30, 2026, when shares are expected to begin trading following a two-for-one share consolidation.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Private placement agreement provides for $5,000,000 in gross cash proceeds to the company. 1.6× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.2,751,789 new Class A shares at approximately US$1.8170 each, post-consolidation, would dilute existing holders.
• Minor pointShare issuance remains subject to applicable conditions and cannot occur before October 30, 2026.

News Explained

The five million dollars is intended for working capital, ordinary operations and other lawful corporate purposes selected by the company in its reasonable discretion.

The agreed placement remains unissued: issuance is subject to conditions and cannot occur before October 30, 2026; if issued, the additional shares would increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes. The shares are unregistered and may not be offered or sold unless registered or an applicable exemption applies.

Key Figures

Gross cash proceeds: $5,000,000 Shares offered: 2,751,789 Class A ordinary shares Purchase price: Approximately US$1.8170 per share +3 more

Gross cash proceeds

$5,000,000

Aggregate proceeds from the private placement

Shares offered

2,751,789 Class A ordinary shares

Aggregate private placement, post-consolidation basis

Purchase price

Approximately US$1.8170 per share

Post-consolidation basis

Yang Investor subscription

$2,103,764.12 for 1,157,823 shares

Related-party purchaser; post-consolidation basis

Share consolidation

Two-for-one

Post-consolidation trading expected to begin October 30, 2026

Issuance timing

Not before October 30, 2026

Issuance is subject to applicable conditions

Key Terms

private placement, rule 506(b), accredited investor, related-party transaction

4 terms

private placement financial

"for a private placement (the “Private Placement”) of an aggregate of"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

rule 506(b) regulatory

"Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

accredited investor regulatory

"including that each Purchaser is an accredited investor"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

View in glossary

related-party transaction financial

"its subscription in the Private Placement constitutes a related-party transaction"

A related-party transaction is a deal, payment or transfer of value between a company and people or entities closely connected to its managers, directors or major owners—think of a business hiring a company owned by the CEO’s sibling. Investors care because such deals can be biased, overprice goods or hide conflicts of interest, affecting profits and trust; clear disclosure and fair terms help ensure the company is run in shareholders’ best interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HONG KONG, Oct. 23, 2026 (GLOBE NEWSWIRE) -- 3 E Network Technology Group Limited (Nasdaq: MASK) (the “Company” or “3 E Network”), a business-to-business (“B2B”) information technology (“IT”) business solutions provider, committed to becoming a next-generation artificial intelligence (“AI”) infrastructure solutions provider, today entered into a subscription agreement (the “Subscription Agreement”) with 3E NETWORK TECHNOLOGY PTE. LTD., a company incorporated under the laws of Singapore (the “Yang Investor”), and six individual purchasers (collectively with the Yang Investor, the “Purchasers”), for a private placement (the “Private Placement”) of an aggregate of 2,751,789 Class A ordinary shares, par value $0.005 per share, of the Company (the “Class A Ordinary Shares”), at a purchase price of approximately US$1.8170 per share, for aggregate gross cash proceeds to the Company of $5,000,000. On October 23, 2026, the Company announced a two-for-one share consolidation, with its Class A Ordinary Shares expected to begin trading on a post-consolidation basis on October 30, 2026 (the “Nasdaq Market Effective Date”). These share numbers, the par value and the per-share purchase price are stated on a post-consolidation basis.

Under the Subscription Agreement, the Yang Investor agreed to subscribe for 1,157,823 Class A Ordinary Shares for $2,103,764.12, and each of the six individual purchasers agreed to subscribe for 265,661 Class A Ordinary Shares for $482,705.98, in each case on a post-consolidation basis. Each Purchaser’s obligations are several and not joint. The issuance of the Class A Ordinary Shares under the Subscription Agreement is subject to satisfaction of the applicable conditions thereunder and will not occur before the Nasdaq Market Effective Date.

The Class A Ordinary Shares to be issued and sold under the Subscription Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. The Company is relying on such exemption based in part on the Purchasers’ representations, including that each Purchaser is an accredited investor. The Class A Ordinary Shares may not be offered or sold absent registration or an applicable exemption from registration requirements. Neither this press release nor the related Report on Form 6-K constitutes an offer to sell or the solicitation of an offer to buy the securities described herein.

The Yang Investor is controlled by Dr. Tingjun Yang (“Dr. Yang”), the Company’s Chief Executive Officer and a director, and its subscription in the Private Placement constitutes a related-party transaction. The Audit Committee of the Board of Directors reviewed and approved the Private Placement, including the Yang Investor’s participation as a related-party transaction, and recommended approval by the Board of Directors. The Board of Directors approved the Private Placement and the transactions contemplated by the Subscription Agreement. Other than the Yang Investor, none of the Purchasers has any affiliation with or other interest relationship with the Company or its directors or officers.

The Company intends to use the proceeds from the Private Placement for general working capital, ordinary course business operations and other lawful corporate purposes determined by the Company in its reasonable discretion, in compliance with applicable laws and regulations.

About 3 E Network Technology Group Limited
3 E Network Technology Group Limited is a business-to-business (“B2B”) information technology (“IT”) business solutions provider committed to becoming a next-generation artificial intelligence (“AI”) infrastructure solutions provider. It upholds the industry consensus of “AI and energy symbiosis” and has a strong vision in the field of energy investment. The Company’s business comprises two main portfolios: the data center operation services portfolio and the software development portfolio. For more information, please visit the Company’s website at https://3emask.com/.

Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect the Company’s future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

3 E Network Technology Group Limited
Investor Relations Department
Email: ird@3emask.com
Website: https://3emask.com/

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will 3 E Network (MASK) raise in its private placement, and at what price?

The agreement provides for $5,000,000 in aggregate gross cash proceeds from 2,751,789 Class A ordinary shares at approximately US$1.8170 per share. The share count and purchase price are stated on a post-consolidation basis. Issuance remains subject to applicable conditions.

When is 3 E Network (MASK) expected to begin post-consolidation trading?

Class A ordinary shares are expected to begin trading on a post-consolidation basis on October 30, 2026, following a two-for-one share consolidation. Shares under the private placement cannot be issued before that date.

How are the subscriptions allocated among 3 E Network’s private placement investors?

3E NETWORK TECHNOLOGY PTE., controlled by CEO and director Dr. Tingjun Yang, agreed to subscribe for 1,157,823 Class A ordinary shares for $2,103,764.12. Each of six individual purchasers agreed to subscribe for 265,661 shares for $482,705.98. These share counts are post-consolidation, and each purchaser’s obligations are several, not joint.