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 January 2025

 

Commission file number: 001-42466

 

 

 

3 E Network Technology Group Ltd

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

B046 of Room 801, 11 Sixing Street

Huangge Town, Nansha District

Guangzhou, Guangdong Province, PRC

Tel: +86-020-343-29249

(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 ☐

 

 

 

 

 

 

 

On January 10, 2025, 3 E Network Technology Group Limited (the “Company”) closed its initial public offering (the “IPO”) of 1,250,000 Class A ordinary shares, par value $0.0001 per share (the “Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-276180, “Form F-1”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 21, 2023 (as amended), and registration statement on Form F-1MEF (File No. 333-284169, “Form F-1 MEF”) (Form F-1 and Form F-1MEF, together, the “Registration Statements”). The registration statement on Form F-1 was declared effective by the SEC on December 20, 2024, and the registration statement on Form F-1 MEF became effective upon filing on January 7, 2025. The Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Shares were previously approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “MASK.”

 

In connection with the IPO, the Company issued a press release on January 8, 2025 announcing the pricing of the IPO and a press release on January 10, 2025 announcing the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

 

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.

 

1

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release on Pricing of the Company’s Initial Public Offering
99.2   Press Release on Closing of the Company’s Initial Public Offering

 

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
     
Date: January 10, 2025 By: /s/ Tingjun Yang
    Name:  Tingjun Yang
    Title: Co-Chief Executive Officer

 

3

 

 

 

Exhibit 99.1

 

3 E Network Technology Group Limited Announces Pricing of Nasdaq Initial Public Offering

 

Guangzhou, China, January 8, 2025 --- 3 E Network Technology Group Limited (the “Company” or “3 e Network”) (Proposed Nasdaq Ticker: MASK), a business-to-business (“B2B”) information technology (“IT”) business solutions provider, today announced the pricing of its initial public offering (the “Offering”) of 1,250,000 Class A ordinary shares at a public offering price of US$4.00 per share. The Class A ordinary shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on January 8, 2025, under the ticker symbol “MASK.”

 

The Company expects to raise aggregate gross proceeds of approximately US$5.00 million from the Offering, assuming no exercise of the underwriters’ option to purchase additional shares and before deducting underwriting commissions and discounts and other related expenses. In addition, the Company has granted the underwriters an option, exercisable within 45 days from the date of the final prospectus, to purchase up to an aggregate of 187,500 additional Class A ordinary shares at the public offering price, less underwriting commissions and discounts. The Offering is expected to close on or about January 10, 2025, subject to the satisfaction of customary closing conditions.

 

Proceeds from the Offering will be used for (i) expansion of current businesses; (ii) general working capital; (iii) research and development; and (iv) talent development and management.

 

The Offering is being conducted on a firm commitment basis. Craft Capital Management LLC and Boustead Securities, LLC are acting as the underwriters (collectively, the “Underwriters”) for the Offering. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is acting as U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP is acting as U.S. counsel to the Underwriters in connection with the Offering.

 

A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (Registration No.: 333-276180) and was declared effective by the SEC on December 20, 2024.

 

The Offering is being made only by means of a prospectus, forming a part of the effective registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from Craft Capital Management LLC, by email at info@craftcm.com, by standard mail to 377 Oak St, Lower Concourse, Garden City, NY 11530, or by telephone at +1 (800) 550-8411; or from Boustead Securities, LLC by email at info@boustead1828.com, by standard mail to 6 Venture Ste 395, Irvine, CA 92618, or by telephone at +1 (949) 502-4408. In addition, copies of the final prospectus relating to the Offering, when available, may be obtained via the SEC’s website at www.sec.gov.

 

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

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. Through its two subsidiaries, Guangzhou Sanyi Network and Guangzhou 3E Network, the Company began by offering integrated software and hardware solutions for the property management and exhibition services spaces. Over time, 3 E Network expanded its software solutions offerings to serve a variety of sectors, including food establishments, real estate, exhibition and conferencing, and clean energy utilities. The Company’s business comprises two main portfolios: the software development portfolio and the exhibition and conference portfolio. For more information, please visit the Company’s website at http://ir.3etech.cn.

 

Safe Harbor Statements

 

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. 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, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. 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 SEC..

 

For more information, please contact:

 

3 E Network Technology Group Limited

Investor Relations Department

Email: ird@3ekeji.cn

 

 

Exhibit 99.2

 

3 E Network Technology Group Limited Announces Closing of Nasdaq Initial Public Offering

 

Guangzhou, China, January 10, 2025 -- 3 E Network Technology Group Limited (Nasdaq: MASK) (the “Company” or “3e Network”), a business-to-business (“B2B”) information technology (“IT”) business solutions provider, today announced the closing of its initial public offering (the “Offering”) of 1,250,000 Class A ordinary shares at a public offering price of US$4.00 per share. The Class A ordinary shares began trading on the Nasdaq Capital Market on January 8, 2025 under the ticker symbol “MASK.”

 

The Company raised aggregate gross proceeds of US$5.00 million from the Offering, before deducting underwriting commissions and discounts and other related expenses payable by the Company. In addition, the Company has granted the underwriters an option, exercisable within 45 days from the date of the final prospectus, to purchase up to an aggregate of 187,500 additional Class A ordinary shares at the public offering price, less underwriting commissions and discounts.

 

Proceeds from the Offering will be used for (i) expansion of current businesses; (ii) general working capital; (iii) research and development; and (iv) talent development and management.

 

The Offering was conducted on a firm commitment basis. Craft Capital Management LLC and Boustead Securities, LLC acted as the underwriters (collectively, the “Underwriters”) for the Offering. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to the Underwriters in connection with the Offering.

 

A registration statement on Form F-1 relating to the Offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) (Registration No.: 333-276180) and was declared effective by the SEC on December 20, 2024.

 

The Offering was made only by means of a prospectus, forming a part of the effective registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from Craft Capital Management LLC by email at info@craftcm.com, by standard mail to 377 Oak St, Lower Concourse, Garden City, NY 11530, or by telephone at +1 (800) 550-8411; or from Boustead Securities, LLC by email at info@boustead1828.com, by standard mail to 6 Venture Ste 395, Irvine, CA 92618, or by telephone at +1 (949) 502-4408. In addition, copies of the final prospectus relating to the Offering, when available, may be obtained via the SEC’s website at www.sec.gov.

 

This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

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. Through its two subsidiaries, Guangzhou Sanyi Network and Guangzhou 3E Network, the Company began by offering integrated software and hardware solutions for the property management and exhibition services spaces. Over time, 3 E Network expanded its software solutions offerings to serve a variety of sectors, including food establishments, real estate, exhibition and conferencing, and clean energy utilities. The Company’s business comprises two main portfolios: the software development portfolio and the exhibition and conference portfolio. For more information, please visit the Company’s website at http://ir.3etech.cn.

 

Safe Harbor 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 find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. 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 SEC.

 

For more information, please contact:

 

3 E Network Technology Group Limited

Investor Relations Department

Email: ird@3ekeji.cn

 


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