FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Date of event requiring this shell company report ____________________For the transition periodfrom __________ to __________Commission file number: 001-33765 AIRNET TECHNOLOGY INC.(Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of incorporation or organization) Suite 301No. 26 Dongzhimenwai StreetChaoyang District, Beijing 100027The People’s Republic of China (Address of principal executive offices) Dan ShaoCo-Chief Executive OfficerAirNet Technology Inc.Suite 301,No. 26 Dongzhimenwai StreetChaoyang District, Beijing 10027The People’s Republic of ChinaPhone: +86 10 8460 8818Email: ellen@airmedia.com.sg (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of each classTrading SymbolName of each exchange on *Not for trading, but only in connection with the listing on the Nasdaq Capital Market of American depositaryshares. Securities registered or to be registered pursuant to Section 12(g) of the Act. None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None(Title of Class) Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: As of December 31, 2023, 4,474,836 ordinary shares(excluding 24,818 ordinary shares and ordinaryshares represented by ADSs reserved for settlement upon exercise of our incentive share awards),par value US$0.04 per share, wereoutstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2of the Exchange Act. If an emerging growth company that prepare its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S.GAAP⌧International Financial Reporting Standards as issued by the International Accounting standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement Item the registranthas elected to follow. Item 17☐Item 18☐