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

3 E Network Technology Group (Nasdaq: MASK) closed an initial private offering of a $1.5 million convertible note and a warrant to purchase up to 468,978 Class A shares, raising $1.38 million in gross proceeds.

Rhea-AI Summary

3 E Network Technology Group (Nasdaq: MASK) closed an initial private offering of a $1.5 million convertible note and a warrant to purchase up to 468,978 Class A shares, raising $1.38 million in gross proceeds.

The purchase agreement allows a subsequent $500,000 note for $460,000 in gross proceeds after effectiveness of a resale registration statement. The warrant exercise price is $2.712 per share, expiring June 23, 2031, with alternative pricing and cashless exercise features.

Positive

• Initial closing raises $1.38 million in gross proceeds via convertible note and warrant
• Structure allows an additional $500,000 note for $460,000 in gross proceeds after registration effectiveness
• Investor receives $1.5 million principal convertible into Class A ordinary shares, providing funding flexibility
• Warrant to purchase up to 468,978 shares could bring in more capital upon exercise
• Registration rights agreement targets SEC filing within 15 business days, supporting share resale liquidity

Negative

• Convertible note and warrant introduce potential dilution through share conversion and up to 468,978 warrant shares
• Gross proceeds of $1.38 million are below the $1.5 million note principal, implying offering costs or discount
• Alternative warrant exercise at 80% of VWAP during default could increase dilution on unfavorable terms
• Obligation to file a resale registration statement within 15 business days adds timing and compliance pressure

Argus Jun 24 session

-4.76% close to close Open Argus

Details

News Market Reaction – MASK

On Jun 24, the first trading day after this news, MASK closed 4.76% below the previous close.

Data tracked by StockTitan Argus for the Jun 24 session.

Key Figures

Initial note principal: $1,500,000 Initial gross proceeds: $1,380,000 Warrant shares: 468,978 Shares +5 more

Initial note principal

$1,500,000

Principal amount of new convertible promissory note

Initial gross proceeds

$1,380,000

Cash proceeds to company from initial closing

Warrant shares

468,978 Shares

Class A ordinary shares purchasable under new warrant

Subsequent note principal

$500,000

Additional principal contemplated for subsequent closing

Subsequent gross proceeds

$460,000

Cash proceeds tied to subsequent closing upon registration effectiveness

Warrant exercise price

$2.712 per share

Initial exercise price of new warrant

Alternative exercise price

80% of VWAP

Event-of-default warrant exercise pricing based on prior-day VWAP

Registration filing deadline

15 business days

Time to file resale registration statement after closing

Previous Offering Reports

4 past events · Latest: Jan 09

Same Type 4 events

1. Jan 09

   Convertible note closing

   24h Move

   +7.9%

   Subsequent closing of US$2.0M convertible note offering under prior agreement.

2. Dec 19

   Initial note closing

   24h Move

   +0.0%

   Initial closing of US$2.0M convertible promissory note with follow-on tranche terms.

3. Oct 20

   Note offering close

   24h Move

   +3.1%

   Private closing of US$1.5M convertible promissory note with resale registration terms.

4. Oct 15

   Offering amendment

   24h Move

   +3.2%

   Amendment to US$7.4M convertible notes adding floor price and canceling later tranches.

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, vwap, cashless exercise, registration rights agreement, +2 more

6 terms

convertible promissory note financial

"announced the closing of offering of a convertible promissory note in the initial principal amount"

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.

vwap financial

"alternative exercise price equal to 80% of the VWAP for the trading day immediately"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

cashless exercise financial

"The Warrant also provides for “cashless exercise” under certain circumstances"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

registration rights agreement regulatory

"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.

form f-3 regulatory

"will 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, or any successor"

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.

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

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HONG KONG, June 23, 2026 (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 in the initial principal amount of $1,500,000 (the “Note”) convertible into Class A ordinary shares of the Company, par value $0.0025 per share (“Shares”), together with a Class A ordinary shares purchase warrant (“Warrant”) to purchase up to 468,978 Shares, for aggregate gross proceeds of $1,380,000 as to the initial Closing.

The Note and the Warrant were 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 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 Warrant is exercisable at an initial exercise price of $2.712 per share, subject to adjustments for share splits, share dividends, and similar transactions, and will expire on June 23, 2031 (five years from the date of issuance). During the continuance of an Event of Default under the Note, the Investor may elect to exercise the Warrant at an alternative exercise price equal to 80% of the VWAP for the trading day immediately preceding the date of exercise. The Warrant also provides for “cashless exercise” under certain circumstances where an effective registration statement is unavailable.

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 Technology Group (NASDAQ: MASK) announce on June 23, 2026?

3 E Network Technology Group announced the initial closing of a $1.5 million convertible promissory note and warrant financing. According to the company, this private offering generated $1.38 million in gross proceeds from an institutional investor.

What are the key terms of the MASK convertible promissory note offering?

The offering includes a $1.5 million convertible note, exchangeable into Class A ordinary shares. According to 3 E Network Technology Group, the purchase agreement also allows an additional $500,000 note after a resale registration becomes effective.

How does the MASK warrant associated with the June 2026 note financing work?

The warrant permits purchase of up to 468,978 Class A shares at an initial price of $2.712 per share. According to 3 E Network Technology Group, it expires on June 23, 2031 and includes adjustment and cashless exercise features.

What conditions must be met for the additional MASK $500,000 note closing?

The additional $500,000 note, for $460,000 gross proceeds, is contingent on an effective resale registration statement. According to 3 E Network Technology Group, this statement must cover shares issuable upon conversion of the initial note.

What registration commitments did 3 E Network Technology Group make for the MASK financing?

The company agreed to file a resale registration statement with the SEC within 15 business days of closing. According to 3 E Network Technology Group, this filing may be on Form F-3 or Form F-1, depending on eligibility.

What does the MASK convertible note and warrant deal mean for existing shareholders?

The financing provides up to $1.84 million in potential gross proceeds but adds conversion and warrant overhang. According to 3 E Network Technology Group, investor securities may be resold after registration, which could increase the public float.

Who acted as placement agent for the MASK June 2026 convertible note offering?

Boustead Securities served as placement agent for the private offering of the convertible note and warrant. According to 3 E Network Technology Group, the transaction involved an institutional investor under a securities purchase agreement.