ANTE AirNet Technology Inc

Note:

(1) Includes (i) 28,412,806 ordinary shares of the Issuer of par value US$0.001 per share (the “Ordinary Shares”) currently held by Northern Shore Group Limited (the “Northern Shore”); and (ii) 40,660,095 Ordinary Shares it has agreed to acquire pursuant to the Investment Agreement (the “Investment Agreement”), dated April 6, 2022, by and among the Issuer, Mr. Herman Man Guo, Mrs. Dan Shan and Unistar Group Holdings Limited, and excludes any Ordinary Shares subject to the warrants (the “Warrants”) that may be granted to the Northern Shore pursuant to Investment Agreement.

(2) Calculated on the basis of an aggregate of 355,907,782 Ordinary Shares, including (i) 177,953,891 Ordinary Shares outstanding as of April 6, 2022 as stated in the Issuer’s representations and warranties contained in the Investment Agreement and (ii) 177,953,891 Ordinary Shares the Issuer has agreed to issue pursuant to the Investment Agreement, and excluding any Ordinary Shares subject to the Warrants.

Note:

(1) Includes (i) 28,412,806 ordinary shares of the Issuer of par value US$0.001 per share (the “Ordinary Shares”) currently held by Northern Shore Group Limited (the “Northern Shore”); and (ii) 40,660,095 Ordinary Shares it has agreed to acquire pursuant to the Investment Agreement (the “Investment Agreement”), dated April 6, 2022, by and among the Issuer, Mr. Herman Man Guo, Mrs. Dan Shan and Unistar Group Holdings Limited, and excludes any Ordinary Shares subject to the warrants (the “Warrants”) that may be granted to the Northern Shore pursuant to Investment Agreement.

(2) Calculated on the basis of an aggregate of 355,907,782 Ordinary Shares, including (i) 177,953,891 Ordinary Shares outstanding as of April 6, 2022 as stated in the Issuer’s representations and warranties contained in the Investment Agreement and (ii) 177,953,891 Ordinary Shares the Issuer has agreed to issue pursuant to the Investment Agreement, and excluding any Ordinary Shares subject to the Warrants.

EXPLANATORY NOTE: This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 1, 2021 (the “Original Schedule 13D”) with respect to the ordinary shares of the Issuer with a par value of US$0.001 per share (the “Ordinary Shares”). Capitalized terms used but not otherwise defined herein have the same meanings ascribed to them in the Original Schedule 13D. Unless specifically amended or supplemented hereby, the disclosure set forth in the Original Schedule 13D remains unchanged.

Item 3 of Original Schedule 13D is amended and supplemented as follows:

On April 6, 2022, the Issuer, Mr. Herman Man Guo, Mrs. Dan Shan (together with Mr. Herman Man Guo, the “Founder”) and Unistar Group Holdings Limited (“Unistar Group”) entered into an investment agreement (the “Investment Agreement”), pursuant to which the Issuer agreed, subject to the terms and conditions set forth therein, to issue and deliver (i) 177,953,891 Ordinary Shares (the “Subscribed Shares”) and (ii) warrants to purchase 117,805,476 Ordinary Shares (the “Warrant Shares”) by way of warrant agreements (the “Warrants”, together with the Subscribed Shares, the “Subscribed Securities”) to Unistar Group and its nominee, Northern Shore Group Limited (“Northern Shore”) in the respective allocations as set forth below.

Pursuant to the Investment Agreement, the Subscribed Securities will be issued in exchange for in-kind consideration (as described in the next paragraph) agreed by the parties to be valued at US$34,178,928, comprising (i) US$34,167,147 as consideration for the Subscribed Shares, and (ii) US$11,781 as consideration for the Warrants.

The consideration for the Subscribed Securities is contemplated to be paid by the delivery and transfer (or cause to deliver and transfer) by Unistar Group to the Issuer the legal title of certain computer servers designed for mining cryptocurrencies. No additional consideration has been or will be paid by Unistar Group and/or Northern Shore for such Subscribed Securities.

The foregoing summary of the Investment Agreement and the Warrants is qualified in its entirety by the full text of the Investment Agreement, a copy of which is filed as Exhibit 99.2 to this Amendment No. 1.

Item 4 of Original Schedule 13D is amended and supplemented as follows:

The information set forth in Item 3 is incorporated by reference in its entirety into this Item 4.

As disclosed in Item 3, on April 6, 2022, the Issuer, the Founder and Unistar Group entered into the Investment Agreement pursuant to which the Issuer agreed to issue and deliver to Unistar Group and its nominee, Northern Shore, the Subscribed Securities.

Unistar Group intends to acquire its allocation of the Subscribed Securities for investment purposes, subject to the terms and conditions of the Investment Agreement, which include, among others:

The foregoing summary of terms is qualified in its entirety by the full text of the Investment Agreement.

Northern Shore intends to review its investment in the Issuer on an ongoing basis and, in the course of its review, may take actions (including through its affiliates) with respect to its investment or the Issuer, including communicating with the Board, members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.

Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms of the documents described herein, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including Ordinary Shares and/or other equity, debt, notes or other financial instruments related to the Issuer or the Ordinary Shares (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to such Reporting Person’s respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities or other financial instruments, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting Persons and Northern Shore’s affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons and such affiliates.

Except as described in this Amendment No.1 and the Original Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence the management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

Items 5(a) and (b) of Original Schedule 13D are amended and restated in their entirety as follows:

(a) – (b)

See Items 11 and 13 of the cover pages to this Amendment No.1 for the aggregate number and percentage of Ordinary Shares that are beneficially owned by each Reporting Person as of the date hereof. See Items 7 through 10 of the cover pages to this Amendment No.1 for the number of Ordinary Shares that are beneficially owned by each Reporting Person as of the date hereof as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition. In addition, because of the arrangements in the Investment Agreement, the Reporting Persons, Unistar Group and Mr. Rui Du are deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act which is deemed to beneficially own an aggregate of 230,243,005 Ordinary Shares as of the date hereof, representing approximately 64.7% of the total Ordinary Shares, calculated on the basis of an aggregate of 355,907,782 Ordinary Shares, including (i) 177,953,891 Ordinary Shares outstanding as of April 6, 2022 as stated in the Issuer’s representations and warranties contained in the Investment Agreement and (ii) 177,953,891 Ordinary Shares the Issuer has agreed to issue pursuant to the Investment Agreement, and excluding any Ordinary Shares subject to the Warrants. Neither the filing of this Amendment No. 1 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Ordinary Shares beneficially owned in the aggregate by Unistar Group or Mr. Rui Du for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 7 of Original Schedule 13D is amended and supplemented as follows:

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.