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3 E Network Technology Group Ltd. (Nasdaq: MASK) has filed a Form F-1 to register up to 16,128,681 Class A ordinary shares for resale by L1 Capital Global Opportunities Master Fund. The shares comprise (i) 10,476,191 shares issuable upon conversion of recently issued convertible notes, (ii) 4,190,490 shares underlying warrants, (iii) 1,248,611 pre-delivery shares and (iv) pre-funded warrants for a further 213,389 shares.

The company itself is not selling any shares under this prospectus and will receive no proceeds from the selling shareholder. It has already received cash from the note issuance and could raise up to US$2.2 million if all warrants are exercised for cash. There is no public market for the notes or warrants, and none is planned.

3 E Network is a BVI holding company. Historically its operations were conducted by PRC subsidiaries, but on 21 Mar 2025 it sold 60 % of Guangzhou Sanyi Network and 100 % of Guangzhou 3E Network, leaving it with a 40 % stake in one mainland entity. Going forward, all operations will be run through Hong Kong鈥揵ased HK 3E Network, a wholly owned subsidiary.

The prospectus highlights extensive legal and regulatory risks associated with its China nexus, including potential government intervention, evolving cybersecurity and overseas-listing rules, and uncertainty about enforceability of the corporate structure. The filing warns that adverse regulatory action could materially change operations or render the registered shares 鈥渨辞谤迟丑濒别蝉蝉.鈥�

Because the filing registers a large block of stock for potential resale while offering only limited new capital, existing investors face a meaningful overhang and dilution risk.

3 E Network Technology Group Ltd ("MASK") filed a Form 6-K to announce a change in its independent registered public accounting firm. Effective 19 June 2025, the Audit Committee and full Board appointed GGF CPA Ltd to audit the company鈥檚 financial statements. The outgoing firm, HTL International LLC, declined to stand for re-election on the same date.

HTL鈥檚 audit opinions for fiscal years ended 30 June 2024 and 2023 were unqualified; they contained no adverse opinions, disclaimers, or modifications regarding uncertainty, scope, or principles. Management states that during the most recent fiscal year and interim period there were no disagreements or reportable events under Item 304(a)(1) of Regulation S-K. The company also confirms it did not consult GGF on any accounting matters prior to the engagement.

As required, MASK provided HTL a copy of the 6-K and requested a confirming letter to the SEC, filed as Exhibit 99.1. The filing is limited to the auditor transition; it contains no financial statements or earnings updates.