SEC Form SC 13D/A filed by AirNet Technology Inc. (Amendment)

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

Herman Man Guo 

Wealthy Environment Limited 

Dan Shao 

Global Earning Pacific Limited 

Qing Xu 

Mambo Fiesta Limited

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Capitalized terms used but not defined in this Amendment No. 16 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specified herein, this Amendment No. 16 does not modify any of the information previously reported on the Original Schedule 13D.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

Item 1. Security and Issuer.

This Amendment No. 16 relates to the ordinary shares, par value $0.04 per share (the “Shares”), of AirNet Technology Inc., a Cayman Islands company (the “Company”) whose principal executive offices are located at Suite 301, No. 26 Dongzhimenwai Street, Chaoyang District, Beijing 100027, the People’s Republic of China.

American depositary shares of the Company (the “ADSs” and each an “ADS”), each representing one Share of the Company, are listed on the Nasdaq Capital Market under the symbol “ANTE.”

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following:

Mr. Herman Man Guo is the chairman of the board of directors and interim chief financial officer of the Company.

Ms. Dan Shao is the co-chief executive officer of the Company.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

On February 8, 2024, Wealthy Environment Limited, a company incorporated in the British Virgin Islands, which is wholly owned by Mr. Herman Man Guo, entered into a share subscription agreement (the “Share Subscription Agreement”) with the Company, pursuant to which the Company transferred 4,448,847 Shares that were previously held by and in the Company’s name as treasury shares and issued an additional 2,118,584 Shares to Wealthy Environment Limited on March 6, 2024, i.e., the closing date. The subscription price for each Share was calculated based on the average closing price of the Company’s ADSs for the 30 trading days immediately preceding the date on which the closing under the Share Subscription Agreement actually took place, multiplied by 1.1, which in no event shall be less than the closing price of the ADSs on the day immediately preceding such closing date. The aggregate subscription price for the 6,567,431 Shares was approximately US$7.6 million in cash, which was funded by existing capital held by Mr. Guo.

The description of the Share Subscription Agreement is qualified in its entirety by reference to the full text of the Share Subscription Agreement, a copy of which is filed herewith as Exhibit Y and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

By virtue of their actions in respect of the Proposed Transaction as defined in the Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each of the Reporting Persons may be deemed to beneficially own the Shares beneficially owned by the members of the group as a whole. Except as otherwise disclosed herein, each Reporting Person expressly disclaims any beneficial ownership of the Shares beneficially owned by each other Reporting Person.

The 7,171,327 Shares beneficially owned by Mr. Guo comprise (i) 6,970,081 Shares beneficially owned by Wealthy Environment Limited, a British Virgin Islands company solely owned and controlled by Mr. Guo, (ii) 121,246 Shares represented by ADSs held by Wealthy Environment Limited, (iii) 50,000 Shares represented by ADSs held by Mr. Guo, and (iv) 30,000 Shares that Mr. Guo has the right to acquire upon exercise of options within 60 days after March 6, 2024. Mr. Guo is married to Ms. Shao. Mr. Guo disclaims beneficial ownership of the Shares held by Ms. Shao or Global Earning.

The 514,605 Shares beneficially owned by Ms. Shao comprise (i) 500,000 Shares beneficially owned by Global Earning Pacific Limited, a British Virgin Islands company solely owned and controlled by Ms. Shao and (ii) 14,605 Shares represented by ADSs that Ms. Shao purchased in one or more open-market transactions. Ms. Shao is married to Mr. Guo. Ms. Shao disclaims beneficial ownership of the Shares held by Mr. Guo or Wealthy Environment Limited.

The 87,500 Shares beneficially owned by Mr. Xu comprise (i) 25,000 Shares directly held by Mambo Fiesta Limited, a British Virgin Islands company wholly owned and controlled by Mr. Xu, and (ii) 15,000 Shares represented by ADSs held by Mr. Xu, and (iii) 47,500 Shares that Mr. Xu has the right to acquire upon exercise of options within 60 days after March 6, 2024.

The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 11,042,271 Shares outstanding (excluding 24,818 Shares and Shares represented by ADSs reserved for settlement upon exercise of our incentive share awards) as of March 6, 2024.

Except as disclosed in this Schedule 13D, none of the Reporting Persons beneficially owns any Shares or has the right to acquire any Shares.

Except as disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares which it may be deemed to beneficially own.

Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Shares during the past 60 days.

Except as disclosed in this statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

* Previously filed

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 8, 2024