Antelope Enterprise Holdings Limited Announces Pricing of $6.0 Million Convertible Promissory Note

AEHL raises $6 million via an 8% no-maturity convertible note with a floating 20% VWAP discount and a 12 million-share registration cap.

Rhea-AI Summary

Antelope Enterprise (AEHL) priced a $6.0 million convertible promissory note to Stratosphere Capital Management under a September 9, 2026 Note Purchase Agreement.

The Note bears 8.00% annual cash interest, has no fixed maturity date, and is convertible, in whole or in part, into Class A ordinary shares at the holder’s option from the issuance date. The conversion price equals 80% of the lowest daily VWAP over the three trading days ending on the conversion date. Conversions are limited so the holder and affiliates cannot exceed 9.99% beneficial ownership, and issuable registered shares are capped at 12,000,000. The Note is issued off Antelope Enterprise’s effective Form F-3 shelf registration.

Positive

• Company raises approximately $6.0 million in net proceeds from the Note
• Convertible note carries 8.00% annual cash interest, providing defined financing cost
• Conversion price set at 80% of lowest three-day VWAP, potentially improving funding access
• Beneficial ownership capped at 9.99%, limiting single-investor concentration
• Registration cap of 12,000,000 shares constrains immediately registered dilution

Negative

• Floating conversion at 80% of VWAP can create significant future equity dilution
• No fixed maturity date may prolong overhang from the convertible note
• Interest expense of 8.00% annually increases ongoing financing costs
• Shares issued above the 12,000,000 registration cap will be restricted securities, limiting liquidity

News Explained

The priced note is expected to provide approximately $6.0 million in net proceeds, while conversion can issue up to 12,000,000 Class A shares and thereby reduce existing holders’ percentage ownership if it occurs.

Argus 15 min delay

-13.50% vs previous close $6.60 last price 3.2x rel. volume Open Argus

Details

Market reaction after convertible note offering: AEHL -13.50%

-20.0% Trough in 8 min

$5.84 $7.70 Day Range

$7.49M Market Cap

Following this news, AEHL has declined 13.50%, reflecting a significant negative market reaction. Argus tracked a trough of -20.0% from its starting point during tracking. Our momentum scanner has triggered 12 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $6.60. Trading volume is very high at 3.2x the average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

AEHL's active F-3/A shelf dated May 1, 2026, with 1 recorded usage on May 26, provided the registrat...

Analysis

AEHL's active F-3/A shelf dated May 1, 2026, with 1 recorded usage on May 26, provided the registration framework for the convertible note; the shelf expires May 1, 2029.

Key Figures

Note principal: $6.0 million Interest rate: 8.00% per annum Conversion price: 80% of lowest daily VWAP +3 more

Note principal

$6.0 million

Convertible promissory note

Interest rate

8.00% per annum

Payable in cash from the issuance date

Conversion price

80% of lowest daily VWAP

During the three trading days ending on the conversion date

Beneficial ownership limitation

9.99%

Maximum ownership following conversion

Conversion shares registration cap

12,000,000 shares

Shares issuable upon conversion

Shelf registration effectiveness

May 5, 2026

Form F-3 shelf registration statement

Key Terms

convertible promissory note, vwap, beneficial ownership limitation, shelf registration statement, +1 more

5 terms

convertible promissory note financial

"pricing of a $6.0 million aggregate original principal amount convertible promissory note"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

vwap financial

"80% of the lowest daily volume-weighted average price (VWAP)"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

beneficial ownership limitation regulatory

"subject to a strict beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

shelf registration statement regulatory

"offered pursuant to a "shelf" registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"registration statement on Form F-3 (File No. 333-295047)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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New York, New York, Sept. 11, 2026 (GLOBE NEWSWIRE) -- Antelope Enterprise Holdings Limited (NASDAQ Capital Market: AEHL) (“Antelope Enterprise”, “AEHL” or the “Company”), which provides livestreaming ecommerce services, business management and information systems consulting services in China, today announced the pricing of a $6.0 million aggregate original principal amount convertible promissory note (the “Note”) to Stratosphere Capital Management Inc. (the “Purchaser”) pursuant to a Note Purchase Agreement entered into on September 9, 2026 (“Issuance Date”).

The Company estimates that the net proceeds from the offering of the Note will be approximately $6.0 million, after deducting estimated offering expenses payable by the Company.

The Note will bear interest at a rate of 8.00% per annum, which will accrue from the Issuance Date until the Note is paid in full, and is payable in cash. The Note has no fixed maturity date and the Note in full or in any portion is convertible into the Company's Class A ordinary shares, no par value per share, at the option of the holder at any time on or after the Issuance Date. The conversion price will be equal to 80% of the lowest daily volume-weighted average price (VWAP) of the ordinary shares on the Nasdaq Capital Market during the three trading days ending on and including the applicable conversion date.

Conversions of the Note are subject to a strict beneficial ownership limitation, meaning the holder will not have the right to convert any portion of the Note if, immediately following such conversion, the holder and its affiliates would beneficially own in excess of 9.99% of the Company's issued and outstanding ordinary shares. Additionally, the ordinary shares issuable upon conversion of the Note are subject to a Conversion Shares Registration Cap of 12,000,000 shares.

The Notes are being offered pursuant to a "shelf" registration statement on Form F-3 (File No. 333-295047), that was previously filed by the Company and became effective under the rules of the Securities and Exchange Commission (the "SEC") on May 5, 2026. A preliminary prospectus supplement relating to the Offering will be filed with the SEC and will be available on the website of the SEC at www.sec.gov. Before investing in the Offering, you should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC, which provide more information about the Company and the Offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the 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 such state or jurisdiction. Any unregistered conversion shares issued in excess of the registration cap will constitute "restricted securities" under the Securities Act of 1933, as amended, and may not be offered, sold, or otherwise transferred absent an effective registration statement or an available exemption from registration.

About Antelope Enterprise Holdings Limited

Antelope Enterprise Holdings Limited (“Antelope Enterprise”, “AEHL” or the “Company”) engages holds a 51% ownership position in Hainan Kylin Cloud Services Technology Co. Ltd (“Kylin Cloud”), which operates a livestreaming e-commerce business in China. For more information, please visit our website at https://aehltd.com.

Safe Harbor Statement

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, without limitation, future Bitcoin market performance and developments in the Bitcoin industry, our ability to regain customers lost resulting in a decline in our revenues, the continued stable macroeconomic environment in the PRC, the consumer and technology sectors continuing to exhibit sound long-term fundamentals, our ability to continue as a going concern, our ability to raise capital to meet our capital needs, and our ability to continue to grow our business management, information system consulting, and online social commerce and live streaming business. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 6-K for the year ended March 31, 2026 and otherwise in our SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

Contact Information:
Antelope Enterprise Holdings Limited
Xiaoying Song, Chief Financial Officer
info@aehltd.com

WFS Investor Relations Inc.
Email: services@wfsir.com
+1 628 283 9214

FAQ

How is the conversion price of Antelope Enterprise’s new note calculated?

The conversion price is equal to 80% of the lowest daily volume-weighted average price (VWAP) of Antelope Enterprise’s ordinary shares on the Nasdaq Capital Market during the three trading days ending on and including the applicable conversion date.

What limits apply to Stratosphere Capital’s ownership after converting the note?

Conversions are subject to a strict beneficial ownership limitation. The holder and its affiliates may not convert any portion of the Note if, immediately after conversion, they would beneficially own more than 9.99% of Antelope Enterprise’s issued and outstanding ordinary shares.

What is the registration cap for shares issuable upon conversion of the note?

Ordinary shares issuable upon conversion of the Note that are registered under the shelf registration are subject to a Conversion Shares Registration Cap of 12,000,000 shares.

What happens to conversion shares issued above the 12,000,000-share registration cap?

Any unregistered conversion shares issued in excess of the registration cap will be treated as restricted securities under the Securities Act of 1933 and may not be offered, sold or transferred without an effective registration statement or an available registration exemption.

Under which SEC filing is the note being offered?

The Note is being offered under a shelf registration statement on Form F-3 (File No. 333-295047), which became effective on May 5, 2026. A preliminary prospectus supplement for the offering will be filed and made available on the SEC’s website.