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 ~~April~~May 2026

Commission file number: 001-42466

3 E NETWORK TECHNOLOGY GROUP LIMITED

(Exact name of registrant as specified in its charter)

No.118 Connaught Road West, 3003-2

Hong Kong, China, 999077

(Address of Principal Executive Offices)

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

Form 20-F ☒ Form 40-F ☐

~~Entry into a Material Definitive Agreement~~ CONTENTS

On ~~April~~ 23May 1, 2026, 3 E Network Technology ~~Holdings~~Group Limited (the “Company”) entered into a ~~Share~~Securities ~~Subscription~~Purchase Agreement (the “Purchase Agreement”) with ~~hashbeaver~~an ~~tech~~institutional ~~Limited~~investor (the “~~Target~~Investor”), pursuant to which the Company agreed to ~~subscribe~~sell ~~for,~~ and issue (i) a senior secured 8% original issue discount convertible promissory note in the ~~Target~~principal ~~agreed~~amount of up to ~~issue~~$1,300,000 ~~and~~(the ~~allot~~“Note”) for aggregate gross proceeds of $1,~~470~~196,000 (collectively, the “Subscription Amount”) and (ii) a Class A ordinary shares purchase warrant (the “Warrant”) to purchase up to 265,198 Class A ordinary shares of the ~~Target~~ Company, par value $0.0025 per share (the “~~Subscription~~Shares”). The Note is convertible into Class A ordinary shares of the Company, par value $0.0025 per share (the “Shares”). The ~~total~~initial ~~consideration~~closing for ~~the~~aggregate ~~Subscription~~gross ~~Shares~~proceeds isof US$920,000 and a principal amount of $1,~~470,~~000,000 ~~determined~~of ~~based~~Note occurred on the same date (the “Closing”). The Purchase Agreement provides for a ~~pre-money~~second ~~valuation~~closing of $300,000 in principal of Note for $276,000 in gross proceeds to occur upon effectiveness of the ~~Target~~resale registration statement for the Shares underlying the Note, subject to certain additional terms and conditions. The Warrant is exercisable at USany time on or after May 1, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, NY time) on May 1, 2030 or such later date as extended, at an initial exercise price of $305.00 per share (the “Exercise Price”),~~000~~ subject to adjustments for share splits,~~000~~ share dividends, and similar transactions. During the continuance of an Event of Default under the Note, the Investor may elect to exercise the Warrant at an alternative exercise price equal to 80% of the VWAP for the trading day immediately preceding the date of exercise. The Warrant also provides for "cashless exercise" if there is no effective registration statement registering the Shares underlying the Warrant, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder.

The Company ~~shall~~and ~~complete~~ the ~~payment~~Investor also ofentered ~~the~~into ~~subscription~~a ~~price~~Registration ~~within~~Rights ~~thirty~~Agreement, ~~(30)~~which ~~days~~stipulates ~~from~~that the ~~date~~Company ofwill ~~the~~file ~~Agreement.~~a ~~Upon~~registration ~~the completion~~statement ofon ~~the~~Form ~~transaction~~F-3, ~~and~~or, if the ~~update~~Company ofis ~~the~~not ~~Target’s~~then ~~Register~~eligible ofto ~~Members~~use Form F-3, ~~the~~on ~~Company~~Form ~~will~~F-1, ~~hold~~or 4any successor form with the U.9%S. ofSecurities and Exchange Commission (“SEC”) within 15 business days upon the ~~enlarged~~Closing, ~~issued~~which ~~share~~will ~~capital~~cover the resale of Shares issuable upon conversion of the ~~Target~~Note and exercise of the Warrant.

~~Safe~~In ~~Harbor~~addition, ~~Statement~~to secure the transactions and as a condition precedent to the Closing, the Company, its subsidiaries, and the Investor also entered into a Guarantee Agreement at the Closing to guarantee the Company’s payment and performance of all obligations under the Purchase Agreement.

~~Certain~~Boustead statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial conditionSecurities, ~~results of operations, business strategy and financial needs. Investors can identify these forward-looking statements~~ byLLC ~~words~~acted ~~or phrases such~~ as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the ~~Company~~placement ~~believes~~agent ~~that the expectations expressed~~ in ~~these~~connection forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the Uoffering.~~S. Securities and Exchange Commission.~~

The foregoing description of the Purchase Agreement, the Note, the Warrant, the Registration Rights Agreement, the Guarantee Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, forms of which are filed as Exhibits to this Current Report on Form 6-K as Exhibits 10.1, 4.1, 4.2, 10.2 and 10.3 hereto, respectively, and incorporated by reference.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Safe Harbor Statements

This report contains statements that may constitute “forward-looking” statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the expected use of proceeds, the Company’s ability to satisfy conditions to future closings, and the Company’s future plans and strategies. Words such as “may,” “will,” “expects,” “plans,” “intends,” “believes,” “estimates,” “anticipates,” “targets,” and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these and other risks is included in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

EXHIBITS

Exhibit No.		Description
4.1		Form of Note
4.2		Form of Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
10.3		Form of Guarantee Agreement

Signature

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.

	3 E Network Technology Group Limited

	By:	/s/ Tingjun Yang
	Name:	Tingjun Yang
	Title:	Chief Executive Officer, Director

Date: ~~April 28~~May 4, 2026

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