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    Unit 2901, 29F, Tower C

    Beijing Yintai Centre

    No. 2 Jianguomenwai Avenue

    Chaoyang District, Beijing 100022

    People’s Republic of China

    Phone: 86-10-6529-8300

    Fax: 86-10-6529-8399

    Website: www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via EDGAR 

February 24, 2025

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    AirNet Technology Inc.

    Response to the Staff’s Comments on the Annual Report on Form 20-F for the Fiscal Year ended December 31, 2023 (File No. 001-33765)

Ladies and Gentlemen,

On behalf of AirNet Technology Inc. (the “Company”),
we are hereby submitting this letter in response to a comment letter from the staff (the “Staff”) of the Securities
and Exchange Commission dated February 12, 2025 on the Company’s annual report on Form 20-F for the fiscal year ended December 31,
2023 filed on April 26, 2024 (the “2023 Form 20-F”).

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set
forth in the 2023 Form 20-F.

Response to Comment Letter dated September 19,
2024

Risk Factors

Risks Related to Doing Business in China

Restrictions on currency exchange may limit our
ability..., page 27

 1. We note your response to prior comment 6 and reissue in part. Please further revise your Risk Factor here to state that to the
extent cash/assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds/assets may not be available to fund operations
or for other use outside of the PRC/Hong Kong, including that, specifically, due to interventions in or the imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash/assets.

RESPONSE: In response to the Staff’s
comment, the Company undertakes to revise the proposed disclosures in the Company’s response letter dated October 18, 2024 as follows
(marked by underlines).

Wilson Sonsini Goodrich
& Rosati, Professional Corporation

威尔逊  ·  桑西尼  ·  古奇·  罗沙迪律师事务所

austin
     beijing      boston      BOULDER      brussels
hong kong      london      los angeles      new york
palo alto
 SALT LAKE CITY      san diego      san francisco      seattle
     shanghai      washington, dc     wilmington, de

Page 2

ITEM 3. KEY INFORMATION

…

D. Risk Factors

Summary Risk Factors

…

Risks Related to Doing Business in China

…

 ● Cash transfers from our PRC subsidiaries to entities outside of mainland
China are subject to PRC government controls on currency conversion. As a result, cash in mainland China may not be available to fund
operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations on our
PRC subsidiaries’ ability to transfer cash. There is no assurance the PRC government will not intervene in or impose restrictions
on us and our subsidiaries to transfer cash. Although currently there are no equivalent or similar restrictions or limitations in Hong
Kong on cash transfers in, or out of, our subsidiaries in Hong Kong, if certain restrictions or limitations in mainland China were to
become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our subsidiaries in Hong Kong, likewise,
may not be available to fund operations or for other use outside of Hong Kong. To the extent cash and/or assets in our business is
in mainland China or Hong Kong or a mainland China and/or Hong Kong entity, the funds and/or assets may not be available to fund operations
or for other use outside of mainland China or Hong Kong, including that, specifically, due to interventions in or the imposition of restrictions
and limitations on the ability of our, our subsidiaries or the consolidated VIEs by the PRC government to transfer cash and/or assets.
See “—Risks Related to Doing Business in China—Restrictions on currency exchange may limit our ability to receive and
use our revenues or financing effectively”;

…

Risks Related to Doing Business in China

Restrictions on currency exchange
may limit our ability to receive and use our revenues or financing effectively.

Our revenues and expenses are mainly denominated
in Renminbi. We may need to convert a portion of our revenues into other currencies to meet our foreign currency obligations, including,
among others, payments of dividends declared, if any, in respect of our ordinary shares or ADSs. Under China’s existing foreign
exchange regulations, Chuangyi Technology, Shenzhen Yuehang and Xi’an Shengshi are able to pay dividends in foreign currencies,
without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements.
However, we cannot assure you that the PRC government will not take measures in the future to restrict access to foreign currencies for
current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy
our foreign currency demands, we may not be able to utilize cash held in mainland China or generated by a PRC entity to fund our operations
outside of mainland China or pay dividends in foreign currencies to our shareholders, including holders of the ADSs. Although currently
there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, our subsidiaries in Hong
Kong (including currency conversion), if certain restrictions or limitations in mainland China were to become applicable to cash transfers
in and out of Hong Kong entities (including currency conversion) in the future, the funds in our subsidiaries in Hong Kong, likewise,
may not be available to meet our currency demand. To the extent cash and/or assets in our business is in mainland China or Hong Kong
or a mainland China and/or Hong Kong entity, the funds and/or assets may not be available to fund operations or for other use outside
of mainland China or Hong Kong, including that, specifically, due to interventions in or the imposition of restrictions and limitations
on the ability of our, our subsidiaries or the consolidated VIEs by the PRC government to transfer cash and/or assets.

***

Page 3

If you have any further questions, please contact
the undersigned by telephone at 86-10 6529-8308 or via e-mail at douyang@wsgr.com.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

    cc:

    K. Ronnie Li, Esq., Partner, Wilson Sonsini Goodrich
    & Rosati

    Dan Shao, Co-Chief Executive Officer, AirNet
Technology Inc.