UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number: 001-33765

AIRNET TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Suite 301

No. 26 Dongzhimenwai Street

Chaoyang District, Beijing 100027

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Entry into a Material Agreement

On June 11, 2025, AirNet Technology Inc. (the “Company” or the “Seller”), Broad Cosmos Enterprises Ltd., a British Virgin Islands company (“Broad Cosmos”), Air Net International Limited, a British Virgin Islands company (“Air Net International”), Air Net (China) Limited, a Hong Kong company (“Air Net China”), Shenzhen Yuehang Information Technology Co., Ltd., a PRC company (“Shenzhen Yuehang”), Xian Shengshi Dinghong Information Technology Co., Ltd., a PRC company (“Xian Shengshi”), Yuehang Chuangyi Technology (Beijing) Co., Ltd., a PRC company (“Yuehang Chuangyi”, together with Broad Cosmos, Air Net International, Air Net China, Shenzhen Yuehang, Xian Shengshi, the “Targets”), and AR iCapital LLP, a Singaporean company which is not affiliated with the Company or any of its directors or officers (the “Purchaser”) entered into certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Targets in exchange for nominal cash consideration of US$1 (the “Purchase Price”).

Upon the closing of the transaction (the “Disposition”) contemplated by the Disposition SPA, the Buyer will become the sole shareholder of the Targets and as a result, assume all assets and liabilities of the Targets and subsidiaries owned or controlled by the Target.

The Closing of the Disposition is subject to the satisfaction or waiver of certain closing conditions including the payment of the Purchase Price, the receipt of a fairness opinion from an independent firm, and approval by the Company’s shareholders.

Below is the Company’s organizational structure chart prior to the consummation of the Disposition.

Below will be the Company’s organizational structure chart after the consummation of the Disposition.

A copy of the Disposition SPA is attached hereto as Exhibit 99.1. The foregoing description of the form of the Disposition SPA is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in their entirety by reference to the Disposition SPA.

Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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