[6-K] AirNet Technology Inc. Ordinary Share Current Report (Foreign Issuer)

Rhea-AI Filing Summary

AirNet Technology Inc. (NASDAQ: ANTE) disclosed in its 6-K dated June 20, 2025 that it has entered into a Share Purchase Agreement ("Disposition SPA") on June 11, 2025 with AR iCapital LLP, an unaffiliated Singapore entity. Under the agreement, AR iCapital will acquire 100% of seven subsidiaries—Broad Cosmos Enterprises Ltd., Air Net International Ltd., Air Net (China) Ltd., Shenzhen Yuehang Information Technology Co., Xian Shengshi Dinghong Information Technology Co., and Yuehang Chuangyi Technology ( Beijing ) Co.—collectively referred to as the “Targets.”

Consideration & Liability Transfer: The purchase price is a nominal US$1. Upon closing, the buyer will become the sole shareholder of the Targets and will assume all assets and liabilities associated with them. No additional cash, stock or contingent consideration is mentioned.

Conditions to Closing:

• Payment of the US$1 purchase price.
• Receipt of an independent fairness opinion.
• Approval by AirNet shareholders.

The filing includes pre- and post-transaction organizational charts (not reproduced in the text) and attaches the full Disposition SPA as Exhibit 99.1. No financial statements, pro-forma impact, or earnings data accompany the filing.

Strategic Implication: The divestiture signals a potential restructuring focus, as AirNet will exit direct ownership of the specified subsidiaries once conditions are satisfied. Because the buyer assumes all related liabilities, the transaction may reduce ANTE’s consolidated balance-sheet obligations, but the filing does not quantify these amounts. Management has not provided guidance on future strategic direction or financial impact beyond the structural change.

Positive

• Transfer of all liabilities associated with the seven divested subsidiaries to the purchaser could reduce future obligations for AirNet.

Negative

• Nominal sale price of US$1 indicates the subsidiaries contribute negligible or negative value to shareholders.

Insights

Financial Analyst

TL;DR: AirNet divests seven subsidiaries for US$1; buyer takes all liabilities—balance-sheet cleanup but no immediate cash benefit.

The transaction is primarily a liability transfer. A nominal consideration of US$1 implies the divested entities have little or negative net value. From an investor’s perspective, the key takeaway is the potential removal of undisclosed liabilities from AirNet’s consolidated accounts, which could improve future profitability metrics. However, without pro-forma statements or liability amounts, it is impossible to gauge materiality. Closing remains contingent on a fairness opinion and shareholder approval, so timing and certainty are moderate risks. Overall, the filing is strategically interesting but its financial impact cannot yet be quantified.

M&A Specialist

TL;DR: Nominal-value sale suggests distressed or non-core assets; contingent on fairness opinion and vote—neutral to mildly positive de-risking.

Selling multiple subsidiaries for US$1 is typical when liabilities outweigh assets. The structure allows AR iCapital to take full operational control while AirNet avoids future claims. The fairness-opinion requirement protects minority shareholders and implies board awareness of valuation sensitivities. Because consideration is de minimis, the deal is not accretive, but it may unlock management bandwidth and mitigate downside risk. Until liabilities are quantified, market reaction should remain muted.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number: 001-33765

AIRNET TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Suite 301

No. 26 Dongzhimenwai Street

Chaoyang District, Beijing 100027

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Entry into a Material Agreement

On June 11, 2025, AirNet Technology Inc. (the “Company” or the “Seller”), Broad Cosmos Enterprises Ltd., a British Virgin Islands company (“Broad Cosmos”), Air Net International Limited, a British Virgin Islands company (“Air Net International”), Air Net (China) Limited, a Hong Kong company (“Air Net China”), Shenzhen Yuehang Information Technology Co., Ltd., a PRC company (“Shenzhen Yuehang”), Xian Shengshi Dinghong Information Technology Co., Ltd., a PRC company (“Xian Shengshi”), Yuehang Chuangyi Technology (Beijing) Co., Ltd., a PRC company (“Yuehang Chuangyi”, together with Broad Cosmos, Air Net International, Air Net China, Shenzhen Yuehang, Xian Shengshi, the “Targets”), and AR iCapital LLP, a Singaporean company which is not affiliated with the Company or any of its directors or officers (the “Purchaser”) entered into certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Targets in exchange for nominal cash consideration of US$1 (the “Purchase Price”).

Upon the closing of the transaction (the “Disposition”) contemplated by the Disposition SPA, the Buyer will become the sole shareholder of the Targets and as a result, assume all assets and liabilities of the Targets and subsidiaries owned or controlled by the Target.

The Closing of the Disposition is subject to the satisfaction or waiver of certain closing conditions including the payment of the Purchase Price, the receipt of a fairness opinion from an independent firm, and approval by the Company’s shareholders.

Below is the Company’s organizational structure chart prior to the consummation of the Disposition.

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Below will be the Company’s organizational structure chart after the consummation of the Disposition.

A copy of the Disposition SPA is attached hereto as Exhibit 99.1. The foregoing description of the form of the Disposition SPA is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in their entirety by reference to the Disposition SPA.

Exhibits

Exhibit No.		Description
99.1		Share Purchase Agreement, dated June 11, 2025

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AIRNET TECHNOLOGY INC.
Date: June 20, 2025	By:	/s/ Dan Shao
	Name:	Dan Shao
	Title:	Chief Executive Officer

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FAQ

What did AirNet Technology (ANTE) announce in its June 2025 6-K?

It signed a Share Purchase Agreement to sell seven subsidiaries to AR iCapital LLP for US$1.

Which entities are being sold by AirNet Technology?

Broad Cosmos Enterprises, Air Net International, Air Net (China), Shenzhen Yuehang, Xian Shengshi, and Yuehang Chuangyi.

Does the buyer assume liabilities of the divested subsidiaries?

Yes. AR iCapital will assume all assets and liabilities of the Targets upon closing.

What conditions must be met before the divestiture closes?

Payment of the US$1 price, an independent fairness opinion, and shareholder approval.

Is there any immediate financial gain for AirNet from the sale?

No significant cash inflow; the consideration is limited to US$1.