The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No.
|
00941Q104
|
|
Page
|
2
|
of
|
11
|
Pages
|
1
|
NAMES OF REPORTING PERSONS
Herman Man Guo
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See
Instructions)
PF, OO
|
5
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
People’s Republic
of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
24,255,824 ordinary shares
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
24,255,824 ordinary shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
24,255,824 ordinary shares
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
16.1%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
IN
|
CUSIP No.
|
00941Q104
|
|
Page
|
3
|
of
|
11
|
Pages
|
1
|
NAMES OF REPORTING PERSONS
Wealthy Environment Limited
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See
Instructions)
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
British Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
20,955,824 ordinary shares
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
20,955,824 ordinary shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
20,955,824 ordinary shares
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.0%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
CO
|
CUSIP No.
|
00941Q104
|
|
Page
|
4
|
of
|
11
|
Pages
|
1
|
NAMES OF REPORTING PERSONS
Dan Shao
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See
Instructions)
PF, OO
|
5
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
People’s Republic
of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
20,584,214 ordinary shares
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
20,584,214 ordinary shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
20,584,214 ordinary shares
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
13.8%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
IN
|
CUSIP No.
|
00941Q104
|
|
Page
|
5
|
of
|
11
|
Pages
|
1
|
NAMES OF REPORTING PERSONS
Global Earning Pacific
Limited
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See
Instructions)
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
British Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
20,000,000 ordinary shares
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
20,000,000 ordinary shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
20,000,000 ordinary shares
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
13.4%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
CO
|
CUSIP No.
|
00941Q104
|
|
Page
|
6
|
of
|
11
|
Pages
|
1
|
NAMES OF REPORTING PERSONS
Qing Xu
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See
Instructions)
PF, OO
|
5
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
People’s Republic
of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
3,500,000 ordinary shares
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
3,500,000 ordinary shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,500,000 ordinary shares
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.3%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
IN
|
CUSIP No.
|
00941Q104
|
|
Page
|
7
|
of
|
11
|
Pages
|
1
|
NAMES OF REPORTING PERSONS
Mambo Fiesta Limited
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See
Instructions)
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
British Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,000,000 ordinary shares
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
1,000,000 ordinary shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,000,000 ordinary shares
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.7%
|
14
|
TYPE OF REPORTING PERSON
(See Instructions)
CO
|
CUSIP No.
|
00941Q104
|
|
Page
|
8
|
of
|
11
|
Pages
|
EXPLANATORY
NOTE
Item 1. Security and Issuer.
This Amendment
No. 12 relates to the ordinary shares, par value $0.001 per share (the “Shares”), of AirNet Technology Inc., a Cayman
Islands company (the “Company”) whose principal executive offices are located at 15/F, Sky Plaza, No. 46 Dongzhimenwai
Street, Dongcheng District, Beijing 100027, the People’s Republic of China.
American
depositary shares of the Company (the “ADSs” and each an “ADS”), each representing ten Shares of the Company,
are listed on the Nasdaq Capital Market under the symbol “ANTE.”
Item 3. Source and Amount
of Funds or Other Consideration.
Item 3 of
the Schedule 13D is hereby amended and supplemented by adding the following:
From October
23, 2019 to December 31, 2020, Mr. Herman Man Guo purchased an aggregate amount of 2,000,000 Shares represented by ADSs of the
Company with his personal fund. From October 23, 2019 to December 31, 2020, Mr. Qing Xu purchased an aggregate amount of 600,000
Shares represented by ADSs of the Company with his personal fund.
On
December 30, 2020, the Company entered into an investment agreement (the “Agreement”) with Unistar Group Holdings
Ltd. (“Unistar”), an unaffiliated party of the Company. Pursuant to the Agreement, the Company issued 23,876,308
Shares, or approximately 19% of the Company’s then outstanding Shares, to Unistar on December 31, 2020, in exchange for the delivery and
transfer by Unistar to the Company of 500 computer servers specifically designed for mining cryptocurrencies. The computer
servers were valued at US$ 2,530,888.61, representing a per Share consideration of US$0.106, or US$1.06 per ADS. The per ADS
consideration represents a 20% discount to the average closing price of the Company’s ADSs over the 20-trading day
period ended on December 29, 2020, the last trading day prior to the date when the Agreement was signed.
Item 5. Interest in Securities
of the Issuer.
Item 5 of
the Schedule 13D is hereby amended and restated as follows:
The responses
of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference
in this Item 5.
By virtue
of their actions in respect of the Proposed Transaction as defined in the Schedule 13D, the Reporting Persons may be deemed to
constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each of the Reporting
Persons may be deemed to beneficially own the Shares beneficially owned by the members of the group as a whole. Except as otherwise
disclosed herein, each Reporting Person expressly disclaims any beneficial ownership of the Shares beneficially owned by each
other Reporting Person.
The 24,255,824
Shares beneficially owned by Mr. Guo comprise (i) 16,105,980 Shares beneficially owned by Wealthy Environment Limited,
a British Virgin Islands company solely owned and controlled by Mr. Guo, (ii) 4,849,844 Shares represented by ADSs held by
Wealthy Environment Limited, (iii) 2,000,000 Shares represented by ADSs held by Mr. Guo, and (iv) 1,300,000 Shares that Mr. Guo
has the right to acquire upon exercise of options within 60 days after December 31, 2020. Mr. Guo is married to Ms. Shao. Mr.
Guo disclaims beneficial ownership of the Shares held by Ms. Shao or Global Earning.
The 20,584,214
Shares beneficially owned by Ms. Shao comprise (i) 20,000,000 Shares beneficially owned by Global Earning Pacific Limited,
a British Virgin Islands company solely owned and controlled by Ms. Shao and (ii) 584,214 Shares represented by ADSs
that Ms. Shao purchased in one or more open-market transactions. Ms. Shao is married to Mr. Guo. Ms. Shao disclaims beneficial
ownership of the Shares held by Mr. Guo or Wealthy Environment Limited.
The 3,500,000
Shares beneficially owned by Mr. Xu comprise (i) 1,000,000 Shares directly held by Mambo Fiesta Limited, a British Virgin
Islands company wholly owned and controlled by Mr. Xu, and (ii) 600,000 Shares represented by ADSs held by Mr. Xu, and
(iii) 1,900,000 Shares that Mr. Xu has the right to acquire upon exercise of options within 60 days after December 31, 2020.
CUSIP No.
|
00941Q104
|
|
Page
|
9
|
of
|
11
|
Pages
|
The percentage
of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 149,541,085
Shares outstanding (excluding 2,032,278 Shares and Shares represented by ADSs reserved for settlement upon exercise of the Company’s
incentive share awards) as of December 31, 2020.
Except as
disclosed in this Schedule 13D, none of the Reporting Persons beneficially owns any Shares or has the right to acquire any Shares.
Except as
disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose
or direct the disposition of any of the Shares which it may be deemed to beneficially own.
Except as
disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Shares during the past 60 days.
Except as
disclosed in this statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.
Item 7. Material to be Filed
as Exhibits.
Exhibit No.
|
|
Description
|
|
|
|
A*
|
|
Joint Filing Agreement, dated October 9, 2015, by and between Mr. Herman Man Guo, Wealthy Environment Limited, Ms. Dan Shao, Global Earning Pacific Limited, Mr. Qing Xu and Mambo Fiesta Limited
|
|
|
|
B*
|
|
Proposal Letter dated June 19, 2015 from Mr. Herman Man Guo, on behalf of himself and the management of the Company, to the board of directors of the Company
|
|
|
|
C*
|
|
Consortium Agreement, dated June 29, 2015, by and between Mr. Herman Man Guo, Mr. James Zhonghua Feng and Mr. Qing Xu
|
|
|
|
D*
|
|
Withdrawal Notice, dated September 18, 2015, executed by Mr. James Zhonghua Feng and acknowledged and agreed by Messrs. Herman Man Guo and Qing Xu
|
|
|
|
E*
|
|
Amended and Restated Consortium Agreement, dated September 18, 2015, by and between Mr. Herman Man Guo and Mr. Qing Xu
|
|
|
|
F*
|
|
Agreement and Plan of Merger, dated September 29, 2015, among AirMedia Holdings Ltd., AirMedia Merger Company Limited, and the Company (incorporated herein by reference to Exhibit 99.1 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on September 29, 2015)
|
|
|
|
G*
|
|
Rollover Agreement, dated September 29, 2015, among AirMedia Holdings Ltd., Wealthy Environment Limited, Ms. Dan Shao, Global Earning Pacific Limited, Mr. Qing Xu and Mambo Fiesta Limited
|
CUSIP No.
|
00941Q104
|
|
Page
|
10
|
of
|
11
|
Pages
|
H*
|
|
Voting Agreement, dated September 29, 2015, among AirMedia Holdings Ltd., Mr. Herman Man Guo, Wealthy Environment Limited, Ms. Dan Shao, Global Earning Pacific Limited, Mr. Qing Xu and Mambo Fiesta Limited
|
|
|
|
I*
|
|
Debt Commitment Letter issued by China Merchants Bank Co., Ltd., New York Branch to AirMedia Holdings Ltd. and AirMedia Merger Company Limited, dated as of July 31, 2017
|
|
|
|
J*
|
|
Limited Guarantee by Mr. Herman Man Guo, Wealthy Environment Limited, Ms. Dan Shao and Global Earning Pacific Limited in favor of the Company, dated as of September 29, 2015 (incorporated herein by reference to Exhibit 99.3 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on September 29, 2015)
|
|
|
|
K*
|
|
Amendment No. 1 to the Agreement and Plan of Merger, dated June 27, 2016, by and among the Company, AirMedia Holdings Ltd. and AirMedia Merger Company Limited (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on June 27, 2016)
|
|
|
|
L*
|
|
Amendment No. 2 to the Agreement and Plan of Merger, dated December 19, 2016, by and among the Company, AirMedia Holdings Ltd. and AirMedia Merger Company Limited
|
|
|
|
M*
|
|
Amendment No. 3 to the Agreement and Plan of Merger, dated June 26, 2017, by and among the Company, AirMedia Holdings Ltd. and AirMedia Merger Company Limited
|
|
|
|
N*
|
|
Amendment No. 4 to the Agreement and Plan of Merger, dated July 31, 2017, by and among the Company, AirMedia Holdings Ltd. and AirMedia Merger Company Limited (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 31, 2017)
|
|
|
|
O*
|
|
Amendment to the Limited Guarantee, dated July 31, 2017, by Mr. Herman Man Guo, Wealthy Environment Limited, Ms. Dan Shao and Global Earning Pacific Limited in favor of the Company (incorporated herein by reference to Exhibit 99.3 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 31, 2017)
|
|
|
|
P*
|
|
Amendment No. 5 to the Agreement and Plan of Merger, dated October 31, 2017, by and among the Company, AirMedia Holdings Ltd. and AirMedia Merger Company Limited (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on October 31, 2017)
|
|
|
|
Q*
|
|
Multi-Parties Agreement, dated as of October 31, 2017, by and among the Company, AirMedia Holdings Ltd., AirMedia Merger Company Limited, AirMedia Technology (Beijing) Co., Ltd., Mr. Herman Man Guo and Ms. Dan Shao (incorporated herein by reference to Exhibit 99.3 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on October 31, 2017)
|
|
|
|
R*
|
|
Termination Agreement, dated as of December 27, 2017, by and among the Company, AirMedia Holdings Ltd. and AirMedia Merger Company Limited (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on December 28, 2017)
|
|
|
|
S*
|
|
Investment Agreement dated as of December 30, 2020 by and among the Company, Mr. Herman Man Guo and Unistar Group Holdings Ltd. (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on January 4, 2021)
|
* Previously
filed
CUSIP No.
|
00941Q104
|
|
Page
|
11
|
of
|
11
|
Pages
|
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: January
8, 2021
|
/s/ Herman Man Guo
|
|
Herman Man Guo
|
|
|
|
|
Wealthy Environment Limited
|
|
|
|
|
By:
|
/s/ Herman Man Guo
|
|
Name:
|
Herman Man Guo
|
|
Title:
|
Director
|
|
|
|
|
/s/ Dan Shao
|
|
Dan Shao
|
|
|
|
|
Global Earning Pacific Limited
|
|
|
|
|
By:
|
/s/ Dan Shao
|
|
Name:
|
Dan Shao
|
|
Title:
|
Director
|
|
|
|
|
/s/ Qing Xu
|
|
Qing Xu
|
|
|
|
|
Mambo Fiesta Limited
|
|
|
|
|
By:
|
/s/ Qing Xu
|
|
Name:
|
Qing Xu
|
|
Title:
|
Director
|