Core Points - AirNet Technology Inc. has received a notification from Nasdaq indicating non-compliance with the minimum stockholders' equity requirement of $2,500,000 as per Nasdaq Listing Rule 5550(b)(1) [1] - The company's reported stockholders' equity in its Form 20-F for the year ended December 31, 2024, is below the required threshold [1] - AirNet does not meet alternative compliance standards based on market value of listed securities or net income from continuing operations [1] Compliance Plan - The notification does not have an immediate effect on the listing of the company's American depositary shares on Nasdaq [2] - AirNet has until June 27, 2025, to submit a plan to regain compliance with the minimum stockholders' equity standard [2] - If the plan is accepted by Nasdaq, the company may receive an extension of up to 180 calendar days from the date of the notification letter [2] Disclosure - The press release is filed in accordance with Nasdaq Listing Rule 5815(a) to disclose the receipt of the notification [3]

Company Structure and Operations - AirNet Technology Inc. is a Cayman Islands holding company with no substantive operations, controlling its business through subsidiaries and consolidated affiliated entities[21]. - AirNet Online holds an 80% stake in AirNet Online, which controls various subsidiaries and VIEs through contractual arrangements[18]. - AirNet Technology Inc. does not own any shares in the consolidated affiliated entities, relying instead on contractual arrangements for control[23]. - The company operates under a VIE structure, which poses unique risks, including potential penalties from the PRC government if contractual arrangements are deemed non-compliant[32]. - The VIE agreements allow AirNet Technology Inc. to consolidate financial results and receive economic benefits from the VIEs[33]. - The company operates primarily through contractual arrangements with VIEs in China, including AirNet Online, Linghang Shengshi, and Iwangfan[117]. - The company intends to gradually shift its advertising business to Shenzhen Yuehang to reduce reliance on the current VIE structure[117]. Financial Performance - For the year ended December 31, 2022, AirNet Technology Inc. reported net revenues of US$2.868 million and a gross loss of US$2.355 million[37]. - For the year ended December 31, 2023, net revenues decreased to US$0.858 million with a gross loss of US$0.518 million[37]. - For the year ended December 31, 2024, net revenues further declined to US$0.343 million with a gross profit of US$0.037 million[37]. - The operating loss for the year ended December 31, 2022, was US$14.079 million, while for 2023 it was US$4.055 million, and for 2024 it was US$6.780 million[37][38]. - AirNet Technology Inc. has not paid any dividends and does not plan to do so in the foreseeable future, intending to retain available funds for business operations and expansion[31]. - The total shareholders' equity decreased from $11,849,000 as of December 31, 2023, to $10,927,000 as of December 31, 2024, reflecting a decline of approximately 7.8%[39]. - The company incurred net losses in recent years, with a recorded net income in 2020, but may continue to incur losses in the future due to fixed costs associated with concession fees and fluctuating revenues[64]. Cash Flow and Financing - Cash flows can be transferred among AirNet Technology Inc., its PRC subsidiaries, and consolidated affiliated entities through dividends, service fees, and loans[29]. - Net cash used in operating activities for the year ended December 31, 2023, was $(1,817,000), compared to a net cash provided of $752,000 in 2022[40]. - Net cash provided by financing activities decreased from $1,212,000 in 2022 to $(1,222,000) in 2023, showing a shift of approximately 201.2%[40]. - As of December 31, 2024, the company reported net cash provided by operating activities of $22,721,000, a significant recovery from the previous year[40]. - The company may need to raise additional debt or sell equity securities for future acquisitions, which could increase financial obligations and dilute shareholder value[97]. - The company may require additional capital due to changing business conditions, which could result in dilution of shares or increased debt service obligations[104]. Regulatory and Compliance Risks - The company is subject to risks under the Holding Foreign Companies Accountable Act (HFCAA), which could lead to delisting if identified as a "Commission-Identified Issuer" for two consecutive years[26]. - The PCAOB has secured complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong, which may alleviate some compliance risks[26]. - The company is subject to new regulations regarding overseas listings, which may require future filings with the CSRC for follow-on offerings[45]. - The company is subject to new cybersecurity regulations, which may require compliance and could lead to increased costs[144][146]. - Compliance with PRC laws and regulations is costly, and failure to comply could result in government sanctions, including fines and revocation of advertising licenses[107]. - The PRC tax authorities may require adjustments to taxable income that could adversely affect the ability of subsidiaries to pay dividends[131]. Market and Economic Conditions - The demand for air travel significantly influences the company's results, with fluctuations linked to economic conditions and seasonal factors[94]. - The company faces significant competition in the advertising industry, which could reduce operating margins and profitability[92]. - A severe downturn in the global or Chinese economy could materially affect the company's financial condition and results of operations[147]. - Economic growth in China has been uneven and is expected to slow down, which may adversely affect the company's business and financial condition[148]. Operational Challenges - The company has faced significant operational challenges, including the need to attract advertisers and manage costs effectively, which could adversely affect its business and financial condition[69]. - The company has terminated its advertising service at long-haul buses and gas stations, and ceased operations for Wi-Fi services on trains, focusing instead on in-flight content and connectivity[66]. - The company began exploring the in-flight business in 2018, which has been adversely affected by COVID-19, impacting future growth prospects[74]. - The company's ability to generate sufficient cash flow is dependent on the acceptance of its air travel media network by advertisers and the viewing public[71]. Legal and Governance Issues - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2024, which could lead to inaccurate financial reporting and loss of investor confidence[103]. - The company has not maintained effective internal control over financial reporting and disclosure controls, which could negatively impact the reliability of its financial information[102]. - The company's directors have discretion over the inspection of corporate records, which may hinder shareholders' ability to obtain necessary information[209]. - The company's corporate governance practices may differ significantly from U.S. requirements, potentially affording shareholders less protection[210]. Currency and Foreign Exchange Risks - Fluctuations in the value of the Renminbi may materially affect the company's revenues, earnings, and financial position, as most transactions are denominated in Renminbi[163][164]. - Limited hedging options are available in China to mitigate foreign currency exchange risk, which may lead to significant currency exchange losses[165]. - Currency exchange restrictions may limit the company's ability to utilize cash held in mainland China or generated by a PRC entity for operations outside of mainland China or for paying dividends in foreign currencies[166]. Shareholder and Market Concerns - The trading price of the company's American Depositary Shares (ADSs) has been volatile, and failure to comply with Nasdaq listing requirements could lead to delisting[66]. - The trading price of the company's ADSs has been volatile, ranging from $0.26 to $2.90 per ADS during 2024, with a last reported price of $0.475 per ADS on December 31, 2024[212]. - The company has faced scrutiny and negative publicity related to U.S.-listed Chinese companies, which could impact its stock price and business operations[199]. - The company's public shareholders may have limited rights and remedies in emerging markets, making it harder to pursue claims common in the U.S.[211].

Core Points - AirNet Technology Inc. will terminate the amended and restated Deposit Agreement effective May 30, 2025 [1][2] - On the effective date, holders of American depositary shares (ADSs) will have their ADSs automatically cancelled and will receive one ordinary share for each ADS cancelled [2] Company Actions - The termination of the Deposit Agreement will be communicated to all holders and beneficial owners of the Company's American depositary receipts (ADRs) around April 30, 2025 [2] - The underlying Deposited Securities will be distributed to ADS holders as part of the Mandatory Exchange [2]

Core Points - AirNet Technology Inc. has been granted an additional 180-day grace period by Nasdaq until September 15, 2025, to regain compliance with the minimum bid price requirement of $1.00 per share [1] - The company is committed to addressing the bid price deficiency during this extended compliance period and aims to meet the requirement by having its closing bid price at or above $1 per ADS for at least 10 consecutive business days [2] - AirNet has demonstrated compliance with all other Nasdaq continued listing requirements, including market value of publicly held shares and shareholder equity thresholds [3] - To ensure compliance, the company plans to closely monitor its ADS price and may consider actions such as an ADS ratio change or reverse stock split [3]

Core Viewpoint - AirNet Technology Inc. has signed a non-binding Investment Letter of Intent with LLP STH Corp to invest in a 130MW liquid-cooled Bitcoin mining farm project in Kazakhstan [1][4] Group 1: Project Details - The project includes a 70MW national grid-powered facility and a 60MW natural gas self-generation facility, both utilizing liquid-cooling technology to enhance operational efficiency and extend equipment lifespan [2] - The implementation of liquid-cooling technology is expected to improve technical performance, significantly reduce operational costs, and maximize energy efficiency [2] Group 2: Company Background - LLP STH Corp specializes in advanced liquid-cooled Bitcoin mining solutions and data center facility management, securing reliable power sources through strategic partnerships with local natural gas suppliers [3] - The company’s approach allows for high operating efficiency while minimizing downtime and maintenance costs [3] Group 3: Investment Intentions - AirNet aims to conduct full legal and business due diligence on LLP STH Corp before finalizing any agreements [4] - The investment is part of AirNet's strategic expansion into blockchain technology applications and the data center sector [4]

Core Viewpoint - AirNet Technology Inc. has appointed Assentsure PAC as its new independent registered public accounting firm, replacing Audit Alliance LLP, effective January 2, 2025, following a careful evaluation process approved by the board of directors and the audit committee [1]. Group 1: Auditor Transition - The change in independent auditor was made after careful consideration and evaluation [1]. - The Company is working closely with both Assentsure and Audit Alliance to ensure a seamless transition [4]. Group 2: Previous Auditor Relationship - There have been no disagreements between the Company and Audit Alliance regarding accounting principles, financial statement disclosure, or auditing procedures during the years ended December 31, 2022, and 2023, and up to January 2, 2025 [2]. - No reportable events occurred during the same period as defined in the relevant regulations [2]. - Prior to engaging Assentsure, the Company did not consult with them regarding accounting principles or audit opinions, nor did they provide any significant written or oral advice [3].

Financial Performance - Net revenues for the six months ended June 30, 2024, were $193,000, compared to $538,000 for the same period in 2023, representing a decrease of about 64%[3]. - Gross loss for the six months ended June 30, 2024, was $12,000, compared to a gross loss of $288,000 for the same period in 2023, indicating an improvement[3]. - Loss from continuing operations for the six months ended June 30, 2024, was $2,313,000, compared to a loss of $2,252,000 for the same period in 2023, showing a slight increase in losses[3]. - Net loss attributable to AirNet Technology Inc. for the six months ended June 30, 2024, was $19,895,000, a significant recovery from a loss of $3,925,000 in the same period of 2023[3]. - For the six months ended June 30, 2024, net income from continuing operations was $21.35 million, a significant recovery from a loss of $3.00 million in the same period of 2023[8]. - The net loss for the six months ended June 30, 2024, was $(726), compared to a net loss of $(3,693) for the same period in 2023, showing an improvement of about 80.4%[30]. - Air Travel Media Network revenues decreased from $581,000 in the six months ended June 30, 2023, to $234,000 in the same period of 2024, representing a decline of approximately 59.7%[77]. Assets and Liabilities - Total assets decreased from $96,365,000 to $72,174,000, a decline of approximately 25%[1]. - Total liabilities increased from $85,089,000 to $93,261,000, an increase of approximately 10%[1]. - The total current assets as of June 30, 2024, were $22,714, down from $40,336 as of December 31, 2023, indicating a decrease of about 43.7%[30]. - Total liabilities increased from $180,467 as of December 31, 2023, to $275,921 as of June 30, 2024, reflecting an increase of approximately 52.8%[30]. - The Group reported negative working capital of $26,851 as of June 30, 2024, raising substantial doubt about its ability to continue as a going concern[35]. - The VIEs accounted for 47.6% of the consolidated total assets and 103.0% of the consolidated total liabilities as of June 30, 2024[30]. Cash Flow and Liquidity - Cash and cash equivalents rose significantly from $150,000 to $7,129,000, indicating improved liquidity[1]. - The company experienced a cash decrease of $2.57 million in the first half of 2023, while it generated a cash increase of $6.96 million in the same period of 2024[8]. - AirNet's cash flows from operating activities showed a net cash provided of $875,000 for the six months ended June 30, 2024, compared to $44,000 in the same period of 2023[8]. - Cash and cash equivalents increased to $7.13 million by the end of June 2024, up from $0.55 million at the end of the previous period[9]. Shareholder Equity and Stock - The weighted average number of ordinary shares outstanding increased from 3,575,714 to 8,035,683, reflecting a potential dilution of shares[3]. - Loss per ordinary share improved from $(1.10) to $2.48, indicating a recovery in earnings per share despite the overall loss[3]. - AirNet's total shareholders' equity as of June 30, 2024, was reported at $44.21 million, compared to $11.85 million at the end of the previous period[5]. - The authorized share capital increased from $1,000,000 to $40,000,000, with the creation of an additional 877,500,000 ordinary shares and 97,500,000 preferred shares[143]. - As of June 30, 2024, the outstanding stock options were 384,968, with a weighted average exercise price of $0.24[148]. Business Operations and Strategy - The company plans to dispose of its cryptocurrency business, Blockchain Dynamics Limited, as part of its strategic restructuring[11]. - The Group's advertising network primarily focuses on out-of-home advertising in the air travel sector, providing digital TV screens and tailored advertisements for airline travelers[12]. - The Group's strategy includes leveraging technology development and consultation services to enhance operational efficiency and market competitiveness[18]. Discontinued Operations - The Group's cryptocurrency business was classified as discontinued operations due to its strategic shift, impacting the Company's financial results significantly[48]. - The Group reported a loss from discontinued operations of $691,000 for the six months ended June 30, 2023, with no revenue generated in the same period for 2024[109]. - The cryptocurrency business was disposed of on March 19, 2024, with the revenue from this business reclassified as discontinued operations[86]. Legal and Regulatory Matters - The Group intends to obtain necessary approvals for non-advertising content but cannot assure compliance with regulatory requirements[163]. - The Group did not record a provision for potential adverse outcomes related to approvals, believing the possibility of a material adverse effect on consolidated financial statements is remote[166]. - The Group's legal disputes with AM Advertising have resulted in a court judgment requiring payment of RMB 56.7 million and interest within 10 days, which is currently under appeal[175]. Related Party Transactions - The Group's related party transactions include amounts due from Xu Qing of $213 thousand and amounts due to shareholders Man Guo and Dan Shao totaling $3.611 million as of June 30, 2024[176][178]. - The Group's cash payment of RMB 56.7 million to Longde Wenchuang and Beijing Cultural Center has not been made as of December 31, 2022[172].

Group 1 - AirNet Technology Inc. has entered into a sales and purchase agreement for 6,218 units of Bitcoin Miner S21, with an aggregate purchase price of approximately RMB177.2 million [1] - The company aims to invest in encrypted assets to capitalize on the opportunities presented by the global cryptocurrency market, particularly the bullish performance of Bitcoin [2] - The transaction is subject to corporate approvals and customary closing conditions, with no assurance of timely completion or operational returns from the miners [2] Group 2 - The announcement includes forward-looking statements that involve risks and uncertainties, which may lead to actual results differing from expectations [3]

Core Points - AirNet Technology Inc. held its annual general meeting of shareholders on May 31, 2024, where a resolution was passed to increase the authorized share capital significantly [1] Group 1: Share Capital Increase - The authorized share capital of the Company was increased from US$1,000,000 to US$40,000,000 [1] - The new structure includes 900,000,000 ordinary shares and 100,000,000 preferred shares, both with a par value of US$0.04 each [1] - An additional 877,500,000 ordinary shares and 97,500,000 preferred shares were created as part of this increase [1]

Core Viewpoint - AirNet Technology Inc. has received an extension from Nasdaq to regain compliance with the Minimum Stockholders' Equity Requirement for continued listing on the Nasdaq Capital Market [1][4]. Group 1: Compliance Notification - On April 29, 2024, Nasdaq notified AirNet that it has granted an extension for compliance with the Nasdaq Listing Rule 5550(b)(1) [1]. - The Company previously failed to meet the minimum stockholders' equity requirement of $2.5 million as of December 28, 2023 [2]. Group 2: Compliance Plan - AirNet submitted a plan to Nasdaq on February 8, 2024, to regain compliance, which was supplemented with additional materials on March 10, 2023 [2]. - Nasdaq provided two alternatives for the Company to demonstrate compliance, including a publicly available report detailing the deficiencies and the actions taken to satisfy the requirements [2]. Group 3: Financial Transactions - The Company transferred 4,448,847 ordinary shares and issued an additional 2,118,584 shares to Wealthy Environment Limited for approximately $7.6 million in cash [3]. - AirNet disposed of a 33.67% equity interest in an investee for RMB197.0 million and completed a private placement of 3,372,788 shares for $5.7 million [3]. Group 4: Current Compliance Status - As a result of the aforementioned transactions, AirNet believes it has regained compliance with the Minimum Stockholders' Equity Requirement [4]. - Nasdaq will continue to monitor the Company's compliance, and failure to maintain compliance may lead to delisting [4].