As filed with the Securities and Exchange Commission on January 7, 2025
Registration No. 333-276180
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| 3 E NETWORK TECHNOLOGY GROUP LIMITED |
| (Exact name of registrant as specified in its charter) |
| British Virgin Islands | | 7371 | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (IRS. Employer Identification Number) |
B046 of Room 801, 11 Sixing Street
Huangge Town, Nansha District
Guangzhou, Guangdong Province, PRC
Tel: +86-020-343-29249
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
Richard J. Chang, Esq. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP Suite 2202, Building C, Yintai Center #2 Jianguomenwai Ave. Chaoyang District Beijing, P.R. China 100022 +86 10 5680 3888 | Benjamin Tan, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st Floor, New York, NY 10036 Tel: 212-930-9700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-276180)
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form F-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of Class A Ordinary Shares offered by 3 E Network Technology Group Limited (the “Registrant”). The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement on Form F-1, as amended (File No. 333-276180) (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2023, as amended, which was declared effective by the Commission on December 20, 2024. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on January 7, 2025.
| | 3 E Network Technology Group Limited |
| | | |
| | By: | /s/ Tingjun Yang |
| | | Name: | Tingjun Yang |
| | | Title: | Co-Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| * | | Co-Chief Executive Officer | | January 7, 2025 |
| Ye Tao | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Tingjun Yang | | Co-Chief Executive Officer and Director | | January 7, 2025 |
| Tingjun Yang | | | | |
| | | | | |
| * | | Chairman and Director | | January 7, 2025 |
| Joseph Shu Sang Law | | | | |
| | | | | |
| * | | Chief Financial Officer | | January 7, 2025 |
| Hailiang Jia | | (Principal Accounting and Financial Officer) | | |
| *By: | /s/ Tingjun Yang | |
| Name: | Tingjun Yang | |
| Attorney-in-fact | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in the City of New York, State of New York, United States, on January 7, 2025.
| | Authorized U.S. Representative |
| | | |
| | By: | /s/ Colleen A. De Vries |
| | | Name: | Colleen A. De Vries |
| | | Title: | Sr. Vice President of Cogency |
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