Convertible note deal gives 3 E Network (MASK) up to $2M funding

Rhea-AI Filing Summary

3 E Network Technology Group Limited entered into a financing deal with an institutional investor involving a senior secured 8% original issue discount convertible note of up to $2,000,000 in principal and a warrant to purchase up to 468,978 Class A ordinary shares.

The company received initial gross proceeds of $1,380,000 for a $1,500,000 principal note at closing, with a second closing for $500,000 in principal and $460,000 in gross proceeds expected after effectiveness of a resale registration statement. The warrant has a $2.712 per share exercise price, adjustable in certain cases, and may be exercised on a cashless basis if no effective registration is available. A Registration Rights Agreement requires the company to file a resale registration statement within 15 business days of closing, and the obligations are guaranteed by the company and its subsidiaries.

Insights

Capital structure and convertibles analyst

Company adds secured convertible debt with attached warrant for new cash.

3 E Network Technology Group is raising up to $1,840,000 in gross proceeds through a senior secured 8% original issue discount convertible note with up to $2,000,000 principal and an equity warrant for 468,978 Class A ordinary shares.

The structure combines debt and potential future equity. The note is convertible into Class A shares, and the warrant is initially exercisable at $2.712 per share, with an alternative 80% of VWAP exercise price during an Event of Default. A guarantee from the company and subsidiaries and senior secured status prioritize this lender over other creditors.

The second note tranche depends on effectiveness of a resale registration statement for the underlying shares, and the Registration Rights Agreement requires filing within 15 business days of the initial closing. Actual dilution and final funding depend on note conversion, warrant exercises, and satisfaction of closing conditions.

Key Figures

Convertible note principal cap: $2,000,000 principal Total gross proceeds: $1,840,000 Initial closing proceeds: $1,380,000 +5 more

8 metrics

Convertible note principal cap $2,000,000 principal Senior secured 8% original issue discount convertible promissory note

Total gross proceeds $1,840,000 Subscription Amount for note financing

Initial closing proceeds $1,380,000 Gross proceeds at initial closing for $1,500,000 principal

Initial note principal $1,500,000 principal Note issued at initial closing

Second tranche principal $500,000 principal To close after resale registration effectiveness

Second tranche proceeds $460,000 Gross proceeds for second note closing

Warrant shares 468,978 shares Class A ordinary shares purchasable under warrant

Warrant exercise price $2.712 per share Initial exercise price, subject to adjustments

Key Terms

senior secured 8% original issue discount convertible promissory note, Warrant, VWAP, cashless exercise, +2 more

6 terms

senior secured 8% original issue discount convertible promissory note financial

"entered into a Securities Purchase Agreement ... a senior secured 8% original issue discount convertible promissory note"

Warrant financial

"a Class A ordinary shares purchase warrant (the “Warrant”) to purchase up to 468,978 Class A ordinary shares"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

VWAP financial

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

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" if there is no effective registration statement"

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, which stipulates that the Company will file a registration statement"

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.

Event of Default financial

"During the continuance of an Event of Default under the Note, the Investor may elect to exercise the Warrant at an alternative exercise price"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

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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 June 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  ☐

CONTENTS

On June 23, 2026, 3 E Network Technology Group Limited (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company agreed to sell and issue (i) a senior secured 8% original issue discount convertible promissory note in the principal amount of up to $2,000,000 (the “Note”) for aggregate gross proceeds of $1,840,000 (collectively, the “Subscription Amount”) and (ii) a Class A ordinary shares purchase warrant (the “Warrant”) to purchase up to 468,978 Class A ordinary shares of the Company, par value $0.0025 per share (the “Shares”). The Note is convertible into Class A ordinary shares of the Company, par value $0.0025 per share (the “Shares”). The initial closing for aggregate gross proceeds of $1,380,000 and a principal amount of $1,500,000 of Note occurred on the same date (the “Closing”). The Purchase Agreement provides for a second closing of $500,000 in principal of Note for $460,000 in gross proceeds to occur upon effectiveness of the resale registration statement for the Shares underlying the Note, subject to certain additional terms and conditions. The Warrant is exercisable at any time on or after June 23, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, NY time) on June 23, 2031 or such later date as extended, at an initial exercise price of $2.712 per share (the “Exercise Price”), subject to adjustments for share splits, share dividends, and similar transactions. 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" if there is no effective registration statement registering the Shares underlying the Warrant, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder.

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 and exercise of the Warrant.

In addition, to secure the transactions and as a condition precedent to the Closing, the Company, its subsidiaries, and the Investor also entered into a Guarantee Agreement at the Closing to guarantee the Company’s payment and performance of all obligations under the Purchase Agreement.

Boustead Securities, LLC acted as the placement agent in connection with the offering.

The foregoing description of the Purchase Agreement, the Note, the Warrant, the Registration Rights Agreement, the Guarantee Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, forms of which are filed as Exhibits to this Current Report on Form 6-K as Exhibits 10.1, 4.1, 4.2, 10.2 and 10.3 hereto, respectively, and incorporated by reference.

This report 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.

Safe Harbor Statements

This report contains statements that may constitute “forward-looking” statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the expected use of proceeds, the Company’s ability to satisfy conditions to future closings, and the Company’s future plans and strategies. Words such as “may,” “will,” “expects,” “plans,” “intends,” “believes,” “estimates,” “anticipates,” “targets,” and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these and other risks is included in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

1

EXHIBITS

Exhibit No.		Description
4.1		Form of Note
4.2		Form of Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
10.3		Form of Guarantee Agreement

2

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/ Tingjun Yang
	Name:	Tingjun Yang
	Title:	Chief Executive Officer, Director

Date: June 23, 2026

3

FAQ

What financing did 3 E Network Technology Group (MASK) announce on this Form 6-K?

3 E Network Technology Group entered a Securities Purchase Agreement for a senior secured 8% original issue discount convertible note of up to $2,000,000 in principal and a warrant to buy 468,978 Class A ordinary shares, providing up to $1,840,000 in gross proceeds.

How much cash will 3 E Network Technology Group (MASK) receive from the initial closing?

At the initial closing, the company received gross proceeds of $1,380,000 in exchange for a senior secured convertible note with $1,500,000 principal. This represents the first tranche of the financing, with additional proceeds contingent on a future registration statement becoming effective.

What are the terms of the warrant issued by 3 E Network Technology Group (MASK)?

The warrant allows purchase of up to 468,978 Class A ordinary shares at an initial exercise price of $2.712 per share from June 23, 2026 until June 23, 2031. It permits cashless exercise when no effective registration exists and uses an alternative 80% of VWAP exercise price during an Event of Default.

What conditions apply to the second note closing for 3 E Network Technology Group (MASK)?

The second closing covers $500,000 in note principal for $460,000 in gross proceeds. It is conditioned on effectiveness of a resale registration statement for shares underlying the note and other agreed terms, so completion depends on meeting these requirements with the SEC.

What registration obligations did 3 E Network Technology Group (MASK) undertake for this financing?

Under a Registration Rights Agreement, the company must file a registration statement on Form F-3 or Form F-1 with the SEC within 15 business days after closing. This statement will register the resale of shares issuable upon conversion of the note and exercise of the warrant.

How are the obligations under the note and warrant secured for 3 E Network Technology Group (MASK)?

The note is described as senior secured, and a Guarantee Agreement among the company, its subsidiaries, and the investor guarantees payment and performance of obligations under the Securities Purchase Agreement, adding additional protection for the investor beyond the company’s primary promise to pay.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 297.3 KB
• EX-10.2 EXHIBIT 10.2 78.6 KB
• EX-10.3 EXHIBIT 10.3 91.4 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 205.6 KB
• EX-4.2 EXHIBIT 4.2 105.6 KB