3 E Network Technology Group Limited SEC Filings

3 E Network Technology Group Limited has filed a Form F-1 registering up to 44,694,292 Class A Ordinary Shares for resale by L1 Capital, issuable upon full conversion of a previously issued convertible note. The company is not selling shares in this offering and will not receive proceeds from any resale, having already received US$1,380,000 in net proceeds from the note financing.

3E Network is a B2B IT solutions provider focused on custom software for property management, restaurants, exhibition services, and solar energy monitoring, now operating primarily through its Hong Kong subsidiary after selling control of its mainland China entities in March 2025. As of the prospectus date, it had 16,848,107 Class A and 580,000 high‑vote, non‑economic Class B shares outstanding, creating a dual‑class structure that concentrates voting power.

The filing highlights extensive legal and operational risks tied to China and Hong Kong regulation, including evolving CSRC overseas listing rules, cybersecurity and data security oversight, capital controls affecting dividend and cash movement, and potential trading prohibitions under the HFCA Act if the PCAOB cannot inspect its PRC‑based auditor in future. The company currently does not expect to pay dividends, intends to reinvest earnings, and notes that PRC, Hong Kong, and BVI rules can materially affect cash transfers within the group.

3 E Network Technology Group Ltd reported changes to its board of directors. On November 17, 2025, Ms. Na Mi resigned as an independent director, as well as chair of the nominating and corporate governance committee and a member of the compensation and audit committees. The company states that her resignation was effective the same day.

Effective November 19, 2025, the board appointed Ms. Fenfen Qi as an independent director. She also becomes chair of the nominating and corporate governance committee and a member of the compensation and audit committees. Ms. Qi, aged 43, has extensive experience in art design and management, currently serving as chief operating officer of BigBeaver Tech Limited since August 2024, and holds a Ph.D. from Universiti Sains Malaysia along with prior master’s and bachelor’s degrees from universities in China.

3 E Network Technology Group Limited (MASK) filed its annual report (Form 20‑F) for the fiscal year ended June 30, 2025. The company reports rapid top-line expansion, with revenue of US$4,835,167 in 2025, up from US$859,344 in 2024 and US$37,130 in 2023. Management highlights a shift toward overseas operations centered in Hong Kong.

In March 2025, the group sold 60% of Guangzhou Sanyi Network for approximately RMB6,204,000 and 100% of Guangzhou 3E Network for approximately RMB1,390,000, concentrating activity at HK 3e Network. Capital events included a January 10, 2025 IPO of 1,250,000 Class A shares and two financings with L1 Capital: on June 9, 2025, issuance of 1,248,611 Class A shares and pre‑funded warrants for 213,389 Class A shares, plus notes and warrants; and on October 17, 2025, a convertible promissory note agreement.

As of June 30, 2025, there were 11,830,000 ordinary shares outstanding, comprising 11,250,000 Class A and 580,000 Class B. Each Class B share carries 20 votes and no dividend or liquidation rights. The filing discusses PRC/Hong Kong regulatory, data, tax, HFCAA and geopolitical risks relevant to operations and capital access.

3 E Network Technology Group Ltd reported the closing of a financing on October 17, 2025. The company entered a Securities Purchase Agreement with an institutional investor and issued a senior secured convertible promissory note with a principal amount of $1,500,000, convertible into Class A ordinary shares. The transaction delivered $1,380,000 in aggregate gross proceeds to the company.

Alongside the financing, the parties executed a Registration Rights Agreement requiring the company to file a registration statement on Form F-3 (or Form F-1 if ineligible) within five business days after filing its Form 20-F for the fiscal year ended June 30, 2025, to cover the resale of shares issuable upon conversion of the note. A Guarantee Agreement among the company, its subsidiaries, and the investor was also entered at closing to secure the company’s obligations.

3 E Network Technology Group filed a Form S-8 to register 6,608,661 Class A ordinary shares for issuance under its 2025 Share Incentive Plan.

The registered shares carry a par value of US$0.0001 each. This registration facilitates equity compensation grants made pursuant to the plan’s terms.

3 E Network Technology Group Limited reported a governance update: its Board approved and adopted a 2025 Share Incentive Plan, effective October 7, 2025. The plan document is provided as Exhibit 99.1 to a Form 6-K, indicating a formal framework for future equity-based awards. This filing does not describe financial terms or grant details; it records the plan’s approval and availability.

3 E Network Technology Group Ltd amended its June 2025 financing. The company entered a letter agreement that sets a $0.63 floor price for conversions of the remaining First Tranche note and for Warrant exercises, and eliminates the Second and Third Tranches of the previously authorized notes.

The original facility contemplated up to $7.4 million in 8% OID senior secured convertible notes across three tranches, with the First Tranche up to $2.2 million. Since the first closing, the investor has converted $2,050,000 face value from the First Tranche, leaving $150,000 outstanding. Under the amendment, if a conversion or exercise price would otherwise fall below $0.63, shares are issued at that floor and the investor receives the economic difference in cash, calculated as specified in the letter.

The agreement states that references to the Second and Third Tranches are now null and void.

3 E Network Technology Group Ltd reported that an individual shareholder, Shu Sang Joseph Law, beneficially owns 7,700,000 Class A ordinary shares, representing 53.7% of the class. The filing shows Mr. Law holds sole voting and dispositive power over those shares and is a citizen of Hong Kong with a Hong Kong business/residence address. The issuer's principal executive office is identified in Hong Kong. Sections identifying group affiliations, ownership on behalf of others, and subsidiaries are marked not applicable, and the filer certifies the accuracy of the statement.