US$180.0 million AirNet (NASDAQ: ANTE) share and warrant sale

Rhea-AI Filing Summary

AirNet Technology Inc. has entered into a registered direct offering, agreeing to sell 80,826,225 ordinary shares together with accompanying warrants, at a combined price of US$2.227 per share and warrant unit. The transaction is expected to generate approximately US$180.0 million in gross proceeds for the company.

Each accompanying Stapled Warrant allows the holder to purchase one additional ordinary share at an initial exercise price of US$3.3405 per share, is immediately exercisable, and expires on August 27, 2030. The offering is expected to close on August 27, 2025, subject to customary conditions.

Warrant holders may elect a 4.99% or 9.99% ownership cap, limiting exercises that would push their beneficial ownership above those levels. The securities are being issued under AirNet’s effective Form F-3 shelf registration statement and a related prospectus supplement.

Insights

Capital markets analyst

AirNet secures a large cash raise via a highly dilutive share and warrant sale.

AirNet Technology Inc. is using its Form F-3 shelf to conduct a registered direct offering of 80,826,225 ordinary shares with matching Stapled Warrants at a combined price of US$2.227. Gross proceeds are expected to be about US$180.0 million, providing substantial new capital to the company.

Each Stapled Warrant covers one ordinary share at an initial exercise price of US$3.3405, is exercisable immediately, and runs through August 27, 2030. This structure adds potential future share issuance over five years, alongside the immediate issuance from the primary sale, which together may significantly expand the equity base.

The warrants include a Beneficial Ownership Limitation at either 4.99% or 9.99% at each holder’s election, restricting exercises that would push holders above those thresholds. Actual dilution and market impact will depend on how many units are placed at closing on August 27, 2025 and the pace of warrant exercises over time.

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Form 6-K: How Foreign Companies Report to the SEC →

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 August 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 ☐

Registered Direct Offering

On August 22, 2025, AirNet Technology Inc. (“AirNet” or the “Company”), entered into a share purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to subscribe and purchase, 80,826,225 of its ordinary shares, par value US$0.04 each (the “Ordinary Shares”), and accompanying warrants (the “Stapled Warrants”) to purchase up to 80,826,225 Ordinary Shares at a combined purchase price of U$2.227 per Ordinary Share and accompanying Stapled Warrant in a registered direct offering. The gross proceeds to AirNet from the offering are expected to be approximately US$180.0 million, before deducting offering expenses payable by the Company. The offering is expected to close on August 27, 2025, subject to customary closing conditions.

Each Stapled Warrant will have an initial exercise price per share of U$3.3405, subject to certain adjustments. The Stapled Warrants will be exercisable immediately and will expire on August 27, 2030. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Stapled Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99% or 9.99%, at the holder’s election, of the Company’s outstanding Ordinary Shares immediately after exercise.

The securities are being offered pursuant to the Company’s effective registration statement on Form F-3 (Registration No. 333-279318), as amended, initially filed with the U.S. Securities and Exchange Commission on May 10, 2024 (the “F-3 Registration Statement”) and a prospectus supplement thereunder.

The foregoing descriptions of the Purchase Agreement and the Stapled Warrants are qualified in its entirety by reference to the full text of the Purchase Agreement and the form of Stapled Warrant, copies of which are attached to this current report on Form 6-K as Exhibits 10.1 and 10.2, respectively. This current report on Form 6-K (including the documents attached as exhibit hereto) is hereby incorporated by reference into the F-3 Registration Statement and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

A copy of the legal opinion of Conyers Dill & Pearman LLP relating to the validity of the issuance and sale of the Ordinary Shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the legal opinion of Cooley LLP relating to the validity of the issuance and sale of the securities in the Stapled Warrants is attached as Exhibit 5.2 hereto.

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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: August 25, 2025	By:	/s/ Dan Shao
	Name:	Dan Shao
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Conyers Dill & Pearman LLP
5.2	Opinion of Cooley LLP
10.1	Securities Purchase Agreement, dated August 22, 2025
10.2	Form of Stapled Warrant
23.1	Consent of Conyers Dill & Pearman LLP (included in Exhibit 5.1)
23.2	Consent of Cooley LLP (included in Exhibit 5.2)

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FAQ

What is AirNet Technology (ANTE) raising through this registered direct offering?

AirNet Technology is raising approximately US$180.0 million in gross proceeds. It agreed to sell 80,826,225 ordinary shares together with accompanying Stapled Warrants at a combined purchase price of US$2.227 per share and warrant unit.

How many AirNet Technology (ANTE) shares and warrants are being sold?

The company agreed to issue and sell 80,826,225 ordinary shares, each bundled with a Stapled Warrant. These warrants allow purchasers to buy up to an additional 80,826,225 ordinary shares, matching the number of shares sold in the offering.

What are the key terms of the Stapled Warrants in AirNet Technology’s offering?

Each Stapled Warrant has an initial exercise price of US$3.3405 per share, is exercisable immediately, and expires on August 27, 2030. Holders face ownership caps at either 4.99% or 9.99%, depending on their election.

When is AirNet Technology’s registered direct offering expected to close?

The offering is expected to close on August 27, 2025, subject to customary closing conditions. At closing, AirNet anticipates receiving approximately US$180.0 million in gross proceeds before deducting any offering expenses it is required to pay.

Under what registration statement is AirNet Technology (ANTE) conducting this sale?

The securities are being offered under AirNet Technology’s effective Form F-3 registration statement, Registration No. 333-279318. A related prospectus supplement governs the specific terms of this registered direct offering and associated Stapled Warrants.

What ownership limits apply to exercising AirNet Technology’s Stapled Warrants?

A holder, together with its affiliates and attribution parties, cannot exercise a Stapled Warrant if it would own more than 4.99% or 9.99% of outstanding ordinary shares, depending on the ownership cap the holder elects before exercising.