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 September 2026
Commission
file number: 001-42466
3
E NETWORK TECHNOLOGY GROUP LIMITED
(Exact
name of registrant as specified in its charter)
No.118
Connaught Road West, 3003-2
Hong
Kong, China, 999077
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Entry
into Material Definitive Agreement; Related Party Transaction; Unregistered Sale of Equity Securities
On
September 2, 2026, 3 E Network Technology Group Limited (the “Company”) entered into a subscription agreement (the “Subscription
Agreement”) with 3E NETWORK TECHNOLOGY PTE. LTD., a company incorporated under the laws of Singapore and controlled by Dr. Tingjun
Yang (“Dr. Yang”), the Company’s Chief Executive Officer and a director (the “Investor”), for a private
placement (the “Private Placement”) of an aggregate of 701,272 Class A ordinary shares, par value $0.0025 per share, of the
Company (the “Class A Shares”), at a purchase price of $1.42598 per share, representing aggregate gross cash proceeds to
the Company of $1,000,000. The closing of the Private Placement will take place on such date as the parties may mutually agree in writing,
subject to customary closing conditions.
The
Class A Shares to be issued and sold under the Subscription Agreement will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act
and/or Rule 506(b) of Regulation D promulgated thereunder. The Company relied on such exemption from registration based in part on representations
made by the Investor. The Class A Shares may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements. Neither this Report of Foreign Private Issuer on Form 6-K nor the exhibit attached hereto constitutes
an offer to sell or the solicitation of an offer to buy the securities described herein.
Because
the Investor is controlled by Dr. Yang, the Company’s Chief Executive Officer and a director, the Investor’s subscription
in the Private Placement constitutes a related-party transaction under Nasdaq Listing Rule 5630. The Audit Committee of the Board of
Directors, consisting entirely of independent directors, reviewed and approved the Private Placement and recommended that the Board of
Directors approve the Private Placement and the transactions contemplated by the Subscription Agreement. The Board of Directors subsequently
approved the Private Placement and the transactions contemplated by the Subscription Agreement.
The
Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. No placement agent
or underwriter was engaged in connection with the Private Placement, and no placement agent fees, finder’s fees or commissions
are payable.
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Subscription Agreement, a copy of which is furnished as Exhibit 10.1 to this Report on Form 6-K and incorporated
herein by reference.
Safe
Harbor Statement
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.
EXHIBITS
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Subscription Agreement |
| 99.1 |
|
Press Release |
Signature
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.
| |
3
E Network Technology Group Limited |
| |
|
| |
By: |
/s/
Hailiang Jia |
| |
Name: |
Hailiang
Jia |
| |
Title: |
Chief
Financial Officer |
Date:
September 2, 2026
Exhibit 99.1
3
E Network Enters into $1M Private Placement to CEO-Led Entity at $1.426 Per Share
HONG
KONG, China, September 2, 2026 (GLOBE NEWSWIRE) – 3 E Network Technology Group Limited (Nasdaq: MASK) (the “Company”
or “3 E Network”) entered into a subscription agreement (the “Subscription Agreement”) with 3E NETWORK TECHNOLOGY
PTE. LTD., a company incorporated under the laws of Singapore and controlled by Dr. Tingjun Yang (“Dr. Yang”), the Company’s
Chief Executive Officer and a director (the “Investor”), for a private placement (the “Private Placement”) of
an aggregate of 701,272 Class A ordinary shares, par value $0.0025 per share, of the Company (the “Class A Shares”), at a
purchase price of $1.42598 per share, representing aggregate gross cash proceeds to the Company of $1,000,000. The closing of the Private
Placement will take place on such date as the parties may mutually agree in writing, subject to customary closing conditions.
The
Class A Shares to be issued and sold under the Subscription Agreement will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act
and/or Rule 506(b) of Regulation D promulgated thereunder. The Company relied on such exemption from registration based in part on representations
made by the Investor. The Class A Shares may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements.
Because
the Investor is controlled by Dr. Yang, the Company’s Chief Executive Officer and a director, the Investor’s subscription
in the Private Placement constitutes a related-party transaction under Nasdaq Listing Rule 5630. The Audit Committee of the Board of
Directors, consisting entirely of independent directors, reviewed and approved the Private Placement and recommended that the Board of
Directors approve the Private Placement and the transactions contemplated by the Subscription Agreement. The Board of Directors subsequently
approved the Private Placement and the transactions contemplated by the Subscription Agreement.
“I
am pleased to demonstrate my continued confidence in 3 E Network through this insider PIPE investment,” said Dr. Tingjun Yang,
“The net proceeds from this financing, after deducting offering expenses, will be strategically allocated to expand our general
corporate purposes and working capital. I believe this additional capital will strengthen our ability to execute on our growth strategy,
accelerate innovation, and deliver long-term value to our shareholders.”
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Subscription Agreement. No placement agent or underwriter was engaged in connection with the Private Placement,
and no placement agent fees, finder’s fees or commissions are payable.
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 a strong 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 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 the Company’s 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
Website:
https://3emask.com/
