Core Viewpoint - 3 E Network Technology Group Limited announced a private placement of up to $7.4 million in senior convertible secured notes and accompanying warrants to an institutional investor, aimed at enhancing its capital structure and providing growth opportunities [1][2]. Group 1: Offering Details - The Offering consists of three tranches: - First Tranche: Up to $2.2 million in principal amount, issued in two installments [2]. - Second Tranche: Up to $2.2 million, contingent on the First Tranche Note having less than $500,000 remaining or after 120 days post-effectiveness of the initial resale registration statement, with a minimum market capitalization requirement of $30 million [2]. - Third Tranche: Up to $3.0 million, to be issued by mutual consent within 180 days after the Second Tranche closing [2]. - The conversion price of the Notes is set at the lower of a fixed price of 120% of the average of the three daily VWAPs prior to the closing date or a floating price based on 93% of the lowest daily VWAP in the preceding 10 trading days [2]. Group 2: Registration Rights and Agreements - A Registration Rights Agreement was established, requiring the Company to file a registration statement on Form F-1 with the SEC within 15 days of the First Tranche closing to cover the resale of Shares from the conversion of the Notes and exercise of the Warrants [3]. - The Company will also file registration statements for the Second and Third Tranche Shares within 15 days after each tranche's closing [3]. - A Guarantee Agreement will be executed at each tranche closing to secure the Company's obligations under the Purchase Agreement [4]. Group 3: Pre-Delivery Shares - The Company issued 1,248,611 Pre-Delivery Shares and pre-funded warrants for an additional 213,389 Pre-Delivery Shares, allowing the Investor to use these shares for timely conversions under the Notes [5]. - The Investor has the right to purchase Pre-Delivery Shares at a price equal to 93% of the average of the daily VWAPs for the 10 trading days preceding the purchase, starting after all Notes are settled [5]. Group 4: Company Overview - 3 E Network Technology Group Limited is a B2B IT business solutions provider, offering integrated software and hardware solutions primarily in property management and exhibition services [7]. - The Company has expanded its offerings to various sectors, including food establishments, real estate, exhibition and conferencing, and clean energy utilities, with two main portfolios: software development and exhibition/conference services [8].