Antelope Enterprise (AEHL) issues $3M 8% convertible note in offering

Rhea-AI Filing Summary

Antelope Enterprise Holdings Ltd. entered into a Note Purchase Agreement with an accredited investor for a $3,000,000 convertible promissory note in a registered direct offering. The note bears interest at 8.00% per annum and matures 18 months after issuance, unless earlier converted, redeemed or repurchased.

The investor may convert the note into class A ordinary shares, subject to a 9.99% beneficial ownership limitation. The conversion price is set at 90% of the lowest daily trading price on the trading day before a conversion notice, based on Bloomberg page “AEHL US AQR” or a comparable data source. The offering closed on May 26, 2026, providing the company gross proceeds of approximately $3 million under its effective Form F-3 shelf registration.

Insights

Capital structure analyst

$3M convertible note adds debt with potential equity dilution.

Antelope Enterprise raised $3,000,000 via a convertible promissory note at an 8.00% annual interest rate, maturing 18 months after issuance. This provides near-term funding through a registered direct offering under an effective Form F-3 shelf.

The conversion price is set at 90% of the lowest daily trading price before conversion, and conversions are capped by a 9.99% beneficial ownership limitation. These terms link potential dilution to future market prices while preventing the investor from exceeding the ownership cap in a single step.

The ultimate impact on the company’s capital structure depends on how much of the note is converted versus repaid in cash before or at maturity. Future disclosures in periodic reports can clarify resulting share issuance and any changes in leverage over the 18‑month term.

Key Figures

Convertible note principal: $3,000,000 Interest rate: 8.00% per annum Maturity: 18 months +5 more

8 metrics

Convertible note principal $3,000,000 Original principal amount of the convertible promissory note

Interest rate 8.00% per annum Annual interest on the convertible note

Maturity 18 months Time from issuance until note matures if not earlier converted, redeemed or repurchased

Conversion price formula 90% of lowest daily trading price Based on trading day immediately before delivery of a conversion notice

Beneficial ownership cap 9.99% Maximum beneficial ownership allowed upon conversion of the note

Shelf registration effectiveness date May 5, 2026 Form F-3 shelf registration statement effectiveness

Gross proceeds approximately $3 million Proceeds received from the registered direct offering before expenses

Offering closing date May 26, 2026 Date the registered direct offering closed

Key Terms

convertible promissory note, registered direct offering, beneficial ownership limitation, shelf registration statement, +2 more

6 terms

convertible promissory note financial

"for the issuance and sale of a convertible promissory note (the “Convertible 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.

registered direct offering financial

"with an original principal amount of $3,000,000 in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

beneficial ownership limitation financial

"subject to a 9.99% 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

"in connection with a takedown from the Company’s 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

"the Company’s shelf 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.

prospectus supplement regulatory

"will be issued pursuant to a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Form 6-K: How Foreign Companies Report to the SEC →

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

ANTELOPE ENTERPRISE HOLDINGS LTD.

(Translation of registrant’s name into English)

Room 1802, Block D, Zhonghai International Center,

Hi- Tech Zone, Chengdu, Sichuan Province, PRC

(Address of Principal Executive Office)

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

Form 20-F ☒ Form 40-F ☐

Entry into a Material Definitive Agreement

On May 26, 2026, Antelope Enterprise Holdings Ltd. (the “Registrant” or the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with an accredited investor, for the issuance and sale of a convertible promissory note (the “Convertible Note”) with an original principal amount of $3,000,000 in a registered direct offering (the “Offering.”) The interest rate of the Convertible Note is 8.00% per annum.

The Convertible Note will mature 18 months after the date of issuance, unless earlier converted, redeemed or repurchased. A holder may convert the Convertible Note into class A ordinary shares of the Company, no par value per share (the “Class A Ordinary Shares,”) subject to a 9.99% beneficial ownership limitation. The conversion price will equal to 90% of the lowest daily trading price as reported by Bloomberg page ‘AEHL US AQR’ (or, if unavailable, a comparable nationally recognized data source reasonably selected by the Company) for the regular trading session during Trading Day immediately preceding the delivery of the Conversion Notice subject to certain provisions set forth in the Convertible Note (all as defined in the Purchase Agreement and/or the Convertible Note, as applicable).

The Offering closed on May 26, 2026. The Company received gross proceeds of approximately $3 million from the Offering before deducting estimated offering expenses payable by the Company.

The Convertible Note and the Class A Ordinary Shares issuable upon conversion of the Convertible Note will be issued pursuant to a prospectus supplement, which was filed with the Securities and Exchange Commission on May 26, 2026, in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-295047), which was declared effective by the Securities and Exchange Commission on May 5, 2026.

A copy of the opinion of Ogier relating to the legality of the issuance and sale of the securities is filed as Exhibit 5.1 hereto.

The foregoing description of the Purchase Agreement and the Convertible Note does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed to this Current Report on Form 6-K as Exhibits 10.1 and 10.2, respectively and are incorporated herein by reference.

The information in this Form 6-K (including any exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Exhibits

Exhibit No.		Exhibit Description
5.1		Opinion of Ogier
10.1*		Note Purchase Agreement, dated May 26, 2026
10.2*		Form of Convertible Promissory Note
23.1		Consent of Ogier (included in Exhibit 5.1)

* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

2

SIGNATURES

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.

Date: May 26, 2026	ANTELOPE ENTERPRISE HOLDINGS LTD.
	By:	/s/ Tingting Zhang
		Tingting Zhang
		Chief Executive Officer

3

FAQ

What financing did Antelope Enterprise (AEHL) arrange in this Form 6-K?

Antelope Enterprise entered a Note Purchase Agreement for a $3,000,000 convertible promissory note. The financing was completed through a registered direct offering and provides new capital under the company’s effective Form F-3 shelf registration statement.

What are the key terms of Antelope Enterprise’s $3,000,000 convertible note?

The convertible note carries 8.00% annual interest and matures 18 months after issuance. It can be converted into class A ordinary shares at 90% of the lowest daily trading price before conversion, subject to a 9.99% beneficial ownership limitation for the investor.

How is the conversion price of AEHL’s convertible note determined?

The conversion price equals 90% of the lowest daily trading price for AEHL’s shares on the trading day before a conversion notice. Prices are taken from Bloomberg page “AEHL US AQR” or another nationally recognized data source reasonably selected by the company.

When did Antelope Enterprise’s registered direct offering close and how much was raised?

The registered direct offering closed on May 26, 2026 and provided gross proceeds of approximately $3 million. These proceeds were raised through the issuance and sale of the $3,000,000 convertible promissory note to an accredited investor.

Under which registration statement was AEHL’s convertible note issued?

The convertible note and the shares issuable upon conversion are being issued under a prospectus supplement to Antelope Enterprise’s Form F-3 shelf registration statement, File No. 333-295047. This registration statement was declared effective by the SEC on May 5, 2026.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 87.6 KB
• EX-10.2 EX-10.2 73.1 KB

Other Documents

• EX-5.1 EX-5.1 100.2 KB
• EX-5 GRAPHIC 3.3 KB