悦航阳光美股招股说明书(2025-08-25版)

80,826,225 Ordinary Shares Warrants to Purchase 80,826,225 Ordinary Shares 80,826,225 Ordinary Shares Issuable upon Exercise of the Warrants This prospectus supplement relates to the issuance and sale of (i) an aggregate of 80,826,225 ordinary shares of par valueUS$0.04 per share and (ii) accompanying warrants to purchase up to an aggregate of 80,826,225 shares of ordinary shares (the“Stapled Warrants”), of AirNet Technology Inc., directly to certain purchasers (the “Purchasers”) at a combined offering price perordinary share and accompanying Stapled Warrant of US$2.227, pursuant to a securities purchase agreement (the “PurchaseAgreement”) entered into between us and such Purchasers on August 22, 2025. Each ordinary share being offered will be accompaniedby a Stapled Warrant. We are also offering our ordinary shares that are issuable from time to time upon exercise of the StapledWarrants. AirNet Technology Inc., our ultimate Cayman Islands holding company, does not have any substantive operations other thandirectly controlling (1)Yuehang Chuangyi Technology (Beijing) Co., Ltd. (“Chuangyi Technology”), our wholly-owned subsidiary inChina that controls and holds the variable interest entities (the “VIEs”) and their respective subsidiaries (collectively, the “affiliatedentities”) through certain contractual arrangements (commonly known as the “VIE structure”), which conduct our air travel medianetwork business, and (2)Shenzhen Yuehang Information Technology Co., Ltd. and Xi’an Shengshi Dinghong InformationTechnology Co., Ltd., our wholly-owned subsidiaries in China that conduct our air travel media network business. The VIE structure isused to provide investors with exposure to foreign investment in China-based companies where the PRC law restricts direct foreigninvestment in certain operating companies. Neither AirNet Technology Inc. nor Chuangyi Technology owns any equity interests in theaffiliated entities. Our contractual arrangements with the VIEs and their respective shareholders are not equivalent of an investment inthe equity interests of the VIEs, and investors may never hold equity interests in the Chinese operating companies, including theaffiliated entities. Instead, we are regarded as the primary 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 our ordinary shares are purchasing the equity securitiesof AirNet Technology Inc., the Cayman Islands holding company, rather than the equity securities of the affiliated entities. As used inthis prospectus supplement, “we,” “us,” “our company,” “our” or “AirNet” refers to AirNet Technology Inc., together as a group withits subsidiaries, and, in the context of describing the substantive operations and financial information relating to such operations ofAirNet Technology Inc., its subsidiaries and the affiliated entities as a whole, refers to AirNet Technology Inc., its subsidiaries and theaffiliated entities. The VIE structure involves unique risks to investors in our securities. It may not provide effective operationalcontrol over the affiliated entities and also faces risks and uncertainties associated with, among others, the interpretation and theapplication of the current and future PRC laws, rules and regulations to such contractual arrangements. As of the date of thisprospectus supplement, the agreements under the contractual arrangements among Chuangyi Technology, the VIEs and their respectiveshareholders have not been tested in a court of law. If the PRC regulatory authorities find these contractual arrangements non-compliant with the restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws, rules and regulationsor their interpretation change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIEsor forfeit our rights under the contractual arrangements. The PRC regulatory authorities could disallow the VIE structure at any time inthe future, which would cause a material adverse change in our operations and cause the value of our securities you invested in tosignificantly decline or become worthless. We face various legal and operational risks and uncertainties related to doing business in China as we, through our PRCsubsidiaries and the affiliated entities, conduct our operations in China. We are subject to complex and evolving laws and regulationsin China. Moreover, the PRC government authorities have strengthened the oversight over offerings that are conducted overseas and/orforeign investment in China-based issuers, including the implementation of new regulations for filing-based administration of overseasoffering and listing, cracking down on illegal activities in the securities market, adopting new measures to extend the scope ofcybersecurity reviews, and expanding efforts in anti-monopoly enforcement. For example, we face risks associated with the