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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 October 2025
Commission file number: 001-42466
3 E Network Technology Group Ltd
(Exact Name of Registrant as Specified in Its Charter)
Unit 1904, 19/F., Podium Plaza, 5 Hanoi Road
Tsim Sha Tsui, Kowloon Hong Kong
Tel: +852 98232486
(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 ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Entry Into a Material Definitive Agreement
As disclosed in our current report on Form 6-K dated June 9, 2025, 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) up to $7.4 million in face value of 8% original issue discount senior secured convertible notes (“Notes”) and (ii) warrant (“Warrant”) to purchase up to certain number of Class A ordinary shares par value $0.0001 per share (“Shares”) in three tranches, including: (i) the First Tranche, which consists of up to $2.2 million in principal amount of Note and related Warrants; (ii) the Second Tranche, up to $2.2 million in principal amount of Note; and (iii) the Third Tranche, up to $3.0 million in principal amount of Notes. On June 9, 2025, the Company and the Investor completed the first closing of the Purchase Agreement. Since the first closing, the Investor has converted an aggregate of $2,050,000 face value of the First Tranche Note, with $150,000 of the First Tranche Note remaining outstanding.
The Company and the Investor have now entered into a letter agreement (the “Letter Agreement”), pursuant to which the parties agreed to (i) amend the First Tranche Note such that the remaining portion thereof cannot be converted below a floor price equal to $0.63 (the “Floor Price”), which represents 20% of the Minimum Price (as defined by Nasdaq Rules) as of June 9, 2025, the date of execution of the Purchase Agreement and (ii) amend the Warrant such that the exercise price of the Warrant cannot be below the Floor Price, and in the event the applicable conversion price or exercise price, as applicable, would otherwise be below such Floor Price, the Company will issue shares at the Floor Price and pay the Investor the resulting economic difference in cash, calculated as set forth in the Letter Agreement. Further, pursuant to the Letter Agreement, the parties also agreed that all references to the second and third tranches in the Purchase Agreement shall no longer apply and be null and void.
The foregoing description of 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 the Form 6-K filed by the Company on June 9, 2025, and incorporated by reference. The Side Letter is filed hereto as Exhibit 10.1 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.
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 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.
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Letter Agreement Dated October 14, 2025 between the Company and the Investor | |
| 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 | |||
| Date: October 15, 2025 | By: | /s/ Tingjun Yang | |
| Name: | Tingjun Yang | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
3 E Network Technology Group Limited
October 14, 2025
L1 Capital Global Opportunities Master Fund
Attention: David Feldman
Dear Mr. Feldman:
Reference is made to that certain Securities Purchase Agreement (the “SPA”) dated June 9, 2025 and the other Transaction Documents entered into in connection therewith. Capitalized terms used and not defined herein have the meaning given them in the SPA or, if not defined in the SPA, in the applicable Transaction Document. By signing below, the undersigned parties agree as follows:
1. The First Tranche Note is hereby amended to add a new Section 3.8, to read in its entirety as follows:
3.8 Notwithstanding anything in this Note to the contrary, in no event shall the Conversion Price be lower than the Floor Price. If the Company receives a Conversion Notice at a time at which the applicable Conversion Price then in effect (as applicable, the “Applicable Conversion Price”) (without regard to the Floor Price) is lower than the Floor Price then in effect, the Company shall issue a number of shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of shares delivered using the Floor Price, multiplied by (C) the daily VWAP of the Common Stock on the Conversion Date ((A-B)*C).
For purposes of this Note, “Floor Price” means $0.63. The Floor Price shall also be subject to the adjustments set forth in Sections 3.3(a)(i) through (iv).
2. The Warrant is hereby amended to add a new Section 3(h), to read in its entirety as follows:
Notwithstanding anything in this Warrant to the contrary, in no event shall the Exercise Price be lower than the Floor Price. If the Company receives an Exercise Notice at a time at which the applicable Exercise Price then in effect (as applicable, the “Applicable Exercise Price”) (without regard to the Floor Price) is lower than the Floor Price then in effect, the Company shall issue a number of shares determined based on such Floor Price and pay the economic difference between the number of shares of Common Stock that would have been issued pursuant to such Exercise Price (without regard to the Floor Price) and the number of shares of Common Stock issued pursuant to such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of shares that would have been delivered without giving effect to the Floor Price, minus (B) the number of shares delivered using the Floor Price, multiplied by (C) the daily VWAP of the Common Stock on the Exercise Date ((A-B)*C).
For purposes of this Warrant, “Floor Price” means $0.63. The Floor Price shall also be subject to the adjustments set forth in Sections 3(a) through (c).
3. The SPA is hereby amended as follows: (i) Sections 2.1(b) and (c) are hereby deleted, and (ii) the SPA is hereby amended in its entirety, such that the Second Tranche and Third Tranche shall no longer apply, and all references thereto are hereby null and void and of no further force or effect.
4. For the avoidance of doubt, except as otherwise expressly provided herein, the SPA and the other Transaction Documents which are currently in effect shall remain in effect and shall not be affected by this letter.
5. Immediately, or as soon as practicable, after execution of this letter agreement, the Company will file a Current Report on Form 6-K with the Securities and Exchange Commission disclosing the execution of this letter agreement and the transactions contemplated hereby. At such time, the Investor will not be in position of material non-public information.
6. In the event of any inconsistency between the Transaction Documents and this letter, the terms of this letter shall prevail, provided that except as otherwise expressly provided for in this letter, nothing contained herein shall be deemed or construed to amend or modify the Transaction Documents or otherwise affect the rights and obligations of any party thereto, all of which remain in full force and effect.
Please execute a copy of this letter agreement signifying your agreement to its terms.
| Very truly yours, | |
| 3 E Network Technology Group Limited | |
| /s/ Tingjun Yang | |
| Tingjun Yang, Chief Executive Officer |
| Agreed and accepted: | |
| L1 Capital Global Opportunities Master Fund | |
| /s/ David Feldman | |
| David Feldman, Portfolio Manager |
Exhibit 99.1
3 E Network Technology Group Limited Announces Amendment to Its $7.4 Million Convertible Notes Offering
Hong Kong, China, October 15, 2025 (GLOBE NEWSWIRE) -- 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 amendments to its previously announced private placement (the “Offering”) of senior convertible secured notes (the “Notes”).
The Offering, originally announced on June 9, 2025, provided for three tranches of Notes and Warrants with a total principal amount of $7.4 million. Today, the Company and the Investor entered into a letter agreement (the “Letter Agreement”) to amend the Securities Purchase Agreement dated June 9, 2025. Pursuant to the Letter Agreement, the parties agreed to (i) amend the First Tranche Note such that the remaining portion thereof cannot be converted below a floor price equal to $0.63 (the “Floor Price”), which represents 20% of the Minimum Price (as defined by Nasdaq Rules) as of June 9, 2025, the date of execution of the Securities Purchase Agreement and (ii) amend the Warrant such that its exercise price cannot be below the Floor Price, and in the event the applicable conversion price or exercise price would otherwise be below such Floor Price, the Company will issue shares at the Floor Price and pay the Investor the resulting economic difference in cash, calculated as set forth in the Letter Agreement. Furthermore, pursuant to the Letter Agreement, the parties also agreed that all references to the second and third tranches in the Securities Purchase Agreement shall no longer apply and be null and void.
The Company intends to use the net proceeds for general corporate and working capital or other purposes that the Company’s Board of Directors deems to be in its best interest.
This press release 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.
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.
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 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.
For more information, please contact:
3 E Network Technology Group Limited
Investor Relations Department
Email: ird@3ekeji.cn