3 E Network Technology Group Limited Announces Initial Closing of $2 Million Convertible Promissory Note Offering

3 E Network Technology Group (Nasdaq: MASK) announced an initial closing of a $2.0 million convertible promissory note offering on Dec 19, 2025.

Rhea-AI Summary

3 E Network Technology Group (Nasdaq: MASK) announced an initial closing of a $2.0 million convertible promissory note offering on Dec 19, 2025. The purchase agreement provides an initial principal Note of $1,500,000 convertible into Class A ordinary shares for $1,380,000 gross proceeds at the initial closing, and a subsequent closing of an additional $500,000 principal for $460,000 gross proceeds contingent on effectiveness of a resale registration statement covering conversion shares.

The company agreed to file a resale registration statement with the SEC on Form F-3 or, if ineligible, Form F-1 within 15 business days after closing; Boustead Securities acted as placement agent.

Positive

• Immediate gross proceeds of $1.38M
• Potential additional proceeds of $460K upon registration
• Company committed to file resale registration within 15 business days

Negative

• Initial principal $1.5M issued for only $1.38M gross proceeds
• Contingent $500K closing depends on registration effectiveness
• Convertible note may cause shareholder dilution upon conversion

Key Figures

Total note size: $2,000,000 Initial principal: $1,500,000 Initial gross proceeds: $1,380,000 +5 more

Total note size

$2,000,000

Aggregate principal amount of new convertible promissory note

Initial principal

$1,500,000

Initial Note principal convertible into Class A ordinary shares

Initial gross proceeds

$1,380,000

Gross proceeds to MASK from initial closing

Subsequent principal

$500,000

Additional Note principal at subsequent closing

Subsequent gross proceeds

$460,000

Gross proceeds expected at subsequent closing

Filing deadline

15 business days

Deadline to file resale registration statement after closing

Par value

$0.0001

Par value per Class A ordinary share

52-week high discount

94.28%

MASK price below its 52-week high before this news

Historical Context

5 past events · Latest: Dec 15

5 events

1. Dec 15

   AI data center deal

   24h Move

   +36.4%

   Long-term AI data center partnership in Finland with 26MW phased plan.

2. Oct 24

   Board changes

   24h Move

   +3.7%

   Director resignations and new appointments at another fintech peer company.

3. Oct 20

   Convertible note offering

   24h Move

   -3.8%

   Private $1.5M convertible promissory note financing with share conversion.

4. Oct 15

   Note amendment

   24h Move

   +3.2%

   Amendment adding $0.63 floor price and cancelling later note tranches.

5. Sep 29

   Nasdaq deficiency

   24h Move

   -7.3%

   Nasdaq notice for minimum bid price deficiency and 180-day cure period.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible promissory note, Securities Purchase Agreement, Registration Rights Agreement, resale registration statement, +4 more

8 terms

convertible promissory note financial

"announced the closing of offering of a convertible promissory note of $2 million"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Securities Purchase Agreement financial

"to an institutional investor (the “Investor”) pursuant to a Securities Purchase Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement financial

"The Company and the Investor also entered into a Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

resale registration statement regulatory

"upon effectiveness of a resale registration statement for the Shares underlying the Note"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Form F-3 regulatory

"file a registration statement on Form F-3, or, if the Company is not then eligible"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form F-1 regulatory

"or, if the Company is not then eligible to use Form F-3, on Form F-1"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

placement agent financial

"Boustead Securities, LLC acted as placement agent in connection with the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

Class A ordinary shares financial

"convertible into Class A ordinary shares of the Company, par value $0.0001 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

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

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HONG KONG, Dec. 19, 2025 (GLOBE NEWSWIRE) -- 3 E Network Technology Group Limited (Nasdaq: MASK) (the “Company” or “3e Network”), a business-to-business (“B2B”) information technology (“IT”) business solutions provider with the inspiration to become a next-generation artificial intelligence (“AI”) infrastructure solutions provider, today announced the closing of offering of a convertible promissory note of $2 million in aggregate principal amount.

The Note was offered in a private offering to an institutional investor (the “Investor”) pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement provides for an initial principal amount of $1,500,000 (the “Note”) convertible into Class A ordinary shares of the Company, par value $0.0001 per share (“Shares”) for aggregate gross proceeds of $1,380,000 as to the initial Closing, and a subsequent closing of an additional $500,000 of principal amount of Note in exchange for an additional $460,000 of gross proceeds, to occur upon effectiveness of a resale registration statement for the Shares underlying the Note, subject to certain terms and conditions.

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.

Boustead Securities, LLC acted as placement agent in connection with the offering.

This press release 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.

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 excellent 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 occurring 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 its 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
https://3emask.com/

FAQ

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

What did 3 E Network (MASK) announce on December 19, 2025?

The company closed an initial convertible promissory note offering totaling $2.0M, with an initial closing raising $1.38M.

How much did MASK raise at the initial closing and what are the terms?

MASK accepted an initial principal Note of $1.5M for $1.38M gross proceeds; an additional $500K principal is contingent.

When will MASK file the resale registration statement for the conversion shares?

The company agreed to file a resale registration statement on Form F-3 or, if ineligible, Form F-1 within 15 business days after closing.

What triggers the subsequent $500K closing in the MASK offering?

The additional $500K principal closing for $460K gross proceeds is subject to effectiveness of the resale registration statement and other conditions.

Who acted as placement agent for MASK's convertible note offering?

Boustead Securities acted as the placement agent in connection with the offering.