AirNet Entered Into Investment Agreement With Unistar Group Holdings Ltd.

Rhea-AI Summary

AirNet Technology Inc. (Nasdaq: ANTE) has entered into an investment agreement with Unistar Group Holdings Ltd., under which it will issue approximately 178 million ordinary shares and warrants for the purchase of nearly 118 million additional shares. In exchange, AirNet will receive 5,000 ANTMINER S19 and 2,000 INNO A11 computer servers to boost its cryptocurrency operations. The agreement allows Unistar Group to nominate new board members. Completion of the transaction is expected in the first half of 2022 but is subject to certain conditions.

Positive

• Agreement to receive 5,000 ANTMINER S19 and 2,000 INNO A11 servers, enhancing cryptocurrency operations.
• Potential market capitalization growth as Warrants are tied to milestones of $500 million, $1 billion, and $1.5 billion.

Negative

• Issuance of approximately 178 million shares may dilute existing shareholder value.
• No assurance of completion of the transaction within the anticipated timeframe.

HOUSTON, April 6, 2022 /PRNewswire/ -- AirNet Technology Inc., formerly known as AirMedia Group Inc. ("AirNet" or the "Company") (Nasdaq: ANTE), today announced that it has entered into an investment agreement (the "Agreement") with Unistar Group Holdings Ltd. ("Unistar Group"), Mr. Herman Man Guo, the chairman and chief executive officer of the Company, and Ms. Dan Shao, Mr. Guo's spouse. Pursuant to the Agreement, the Company has agreed to issue (i) 177,953,891 ordinary shares with a par value of US$0.001 per share (each a "Share"), or approximately 100% of the Company's outstanding Shares prior to closing of the transactions contemplated thereunder, and (ii) warrants to purchase an aggregate of 117,805,476 newly issued Shares (the "Warrants"), to Unistar Group and Northern Shore Group Limited ("Northern Shore") in exchange for the delivery and transfer of 5,000 ANTMINER S19 and 2,000 INNO A11 computer servers to further expand the Company's cryptocurrency business.

Pursuant to the Agreement, the Warrants are exercisable in three tranches if and when the market capitalization of the Company equals or exceeds US$500 million, US$1 billion and US$1.5 billion, respectively.

Furthermore, pursuant to the Agreement, Unistar Group shall have the rights to nominate  new members of the board of directors of the Company as replacements for the then-existing directors of the Company.

The transactions contemplated under the Agreement are expected to be completed in the first half of 2022, subject to certain closing conditions set forth therein. There is no assurance that the transactions will be completed within the anticipated timeframe, or at all. Shareholders are cautioned not to place undue reliance on this announcement.

Descriptions in this press release of the Agreement, the terms and conditions thereof and the transactions contemplated thereunder are qualified in their entirety by reference to the Agreement, a copy of which is attached as an Exhibit  to the Form 6-K filed by the Company with the SEC on April 6, 2022 and incorporated herein by reference in its entirety.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "is expected to," "anticipates," "aim," "future," "intends," "plans," "believes," "are likely to," "estimates," "may," "should" and similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements are based upon management's current expectations and current market and operating conditions, and involve inherent risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company's control, which may cause its actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this announcement is as of the date of this announcement, and the Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

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SOURCE AirNet Technology Inc.

FAQ

What investment agreement did AirNet Technology Inc. announce on April 6, 2022?

AirNet Technology Inc. announced an investment agreement with Unistar Group to issue 178 million shares and warrants in exchange for cryptocurrency mining servers.

What is the significance of the warrants issued by AirNet Technology Inc. to Unistar Group?

The warrants are exercisable based on reaching market capitalizations of $500 million, $1 billion, and $1.5 billion, indicating potential growth opportunities.

How will the investment agreement affect AirNet's stock symbol ANTE?

The agreement has the potential to impact ANTE by increasing market capitalization and share dilution due to new share issuance.

When is the expected completion date for AirNet's investment agreement with Unistar Group?

The transaction is expected to be completed in the first half of 2022, subject to certain closing conditions.

Will Unistar Group have any influence on AirNet Technology's board of directors?

Yes, Unistar Group is granted the right to nominate new members to the board of directors as part of the investment agreement.