悦航阳光美股招股说明书(2024-06-27版)

Up to 4,572,788 American Depositary Shares Representing Up to 4,572,788 Ordinary Shares This prospectus supplement relates to the offer and sale from time to time byselling shareholders identified herein (the “Selling Shareholders”) of up to 4,572,788American depositary shares (the “ADSs”), each representing one ordinary share, parvalue US$0.04 per share. The securities to which this prospectus supplement relatesrepresent those we issued to the Selling Shareholders in private placement transactionor in connection with certain advisory services. See the section titled “SellingShareholders” for additional information. We are not selling any securities under thisprospectus supplement and will not receive any proceeds from the sale of securitiesby the Selling Shareholders. The Selling Shareholders may offer all or part of the securities for resale fromtime to time through public or private transactions, at either prevailing market pricesor at privately negotiated prices. These securities are being registered to permit theSelling Shareholders to sell them from time to time, in amounts, at prices and onterms determined at the time of offering. The Selling Shareholders may sell thesesecurities through ordinary brokerage transactions, in underwritten offerings, directlyto market makers of our shares or through any other means described in the sectionentitled “Plan of Distribution” herein. In connection with any sales of securitiesoffered hereunder, the Selling Shareholders, any underwriters, agents, brokers ordealers participating in such sales may be deemed to be “underwriters” within themeaning of the Securities Act of 1933, as amended (the “Securities Act”). Thisprospectus supplement also covers any additional securities that may become issuableby reason of share splits, share dividends or other similar transactions. As of the date of this prospectus supplement, the ordinary shares underlying theADSs being offered for resale in this prospectus supplement (the “Selling ShareholderSecurities”) represent approximately 32.0% of our issued and outstanding ordinaryshares. The sale of all of the Selling Shareholder Securities, or the perception thatthese sales could occur, could result in a significant decline in the public trading priceof our ADSs. Our ordinary shares represented by the ADSs, each representing one ordinaryshare, are currently listed on the Nasdaq Capital Market under the symbol “ANTE.”On June 26, 2024, the last reported sale price of the ADSs was US$1.03 per ADS. AirNet Technology Inc., our ultimate Cayman Islands holding company, does nothave any substantive operations other than directly controlling (1) Yuehang ChuangyiTechnology (Beijing) Co., Ltd. (“Chuangyi Technology”), our wholly-ownedsubsidiary in China that controls and holds the variable interest entities (the “VIEs”)and their respective subsidiaries (collectively, the “affiliated entities”) through certain contractual arrangements (commonly known as the “VIE structure”), which conductour air travel media network business, and (2) Shenzhen Yuehang InformationTechnology Co., Ltd. and Xi’an Shengshi Dinghong Information Technology Co.,Ltd., our wholly-owned subsidiaries in China that conduct our air travel medianetwork business. The VIE structure is used to provide investors with exposure toforeign investment in China-based companies where the PRC law restricts directforeign investment in certain operating companies, such as advertising servicescompanies. Neither AirNet Technology Inc. nor Chuangyi Technology owns anyequity interests in the affiliated entities. Our contractual arrangements with the VIEsand their respective shareholders are not equivalent of an investment in the equityinterests of the VIEs, and investors may never hold equity interests in the Chineseoperating companies, including the affiliated entities. Instead, we are regarded as theprimary beneficiary of the VIEs and we consolidate the financial results of theaffiliated entities under U.S. GAAP in light of the VIE structure. Investors in theADSs are purchasing the equity securities of AirNet Technology Inc., the CaymanIslands holding company, rather than the equity securities of the affiliated entities. Asused in this prospectus supplement, “we,” “us,” “our company,” “our” or “AirNet”refers to AirNet Technology Inc., together as a group with its subsidiaries, and, in thecontext of describing the substantive operations and financial information relating tosuch operations of AirNet Technology Inc., its subsidiaries and the affiliated entitiesas a whole, refers to AirNet Technology Inc., its subsidiaries and the affiliatedentities. The VIE structure involves unique risks to investors in our securities. It maynot provide effective operational control over the affiliated entities and also facesrisks and uncertainties associated with, among others, the interpretation and theapplication of the current and future PRC laws, rules and regulations to suchcontractual arrangements