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 October 2026
Commission
File Number: 001-34944
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 ☐
At
the Market Issuance Program
On
October 1, 2026, Antelope Enterprise Holdings Limited, a British Virgin Islands business company limited by shares
(the “Company”), entered into an At Market Issuance Sales Agreement (the “Sales Agreement”)
with D. Boral Capital LLC (“D. Boral”), pursuant to which the Company may offer and sell, from time to time,
through or to D. Boral, acting as sales agent or principal, its Class A Ordinary Shares, no par value per share (the “Class
A Ordinary Shares), for an aggregate offering price of up to $100,000,000.00 (the “Shares”) from time
to time, through an “at the market offering” (the “ATM Offering”) in an “at the market
offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).
On
October 1, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities
and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act relating
to the offer and sale of the Shares pursuant to the Sales Agreement. The Shares will be offered and sold pursuant to the Company’s
shelf registration statement on Form F-3 (File No. 333-295047), originally filed with the Commission on April 14, 2026, and declared
effective by the Commission on May 5, 2026 (the “Registration Statement”), the base prospectus included
in the Registration Statement, and the Prospectus Supplement.
Under
the Sales Agreement, the Company may, from time to time, deliver placement notices to D. Boral specifying the number of Shares to be
sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one
day, and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement,
D. Boral will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market LLC, to sell the Shares from time to time based
upon the Company's instructions. Sales of the Shares under the Sales Agreement may be made by any method deemed to be an "at the
market offering" as defined in Rule 415(a)(4) under the Securities Act. The Company is not obligated to sell any Shares under the
Sales Agreement, and D. Boral is not obligated to purchase or sell any Shares.
The
Company will pay D. Boral a commission equal to 2.5% of the gross proceeds from any Shares sold to or through D. Boral under the Sales
Agreement. In addition, the Company has agreed to
reimburse D. Boral for certain specified expenses it incurs in the performance of its obligations. The Sales Agreement may be terminated
by the Company or D. Boral in accordance with the terms therein. The Company made certain customary representations, warranties and covenants
concerning the Company and the Shares in the Sales Agreement and agreed to indemnify D. Boral against certain liabilities, including
liabilities under the Securities Act.
The
description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement,
which is filed as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference.
The
legal opinion of the Company’s legal counsel Harney Westwood & Riegels (BVI) LP relating to the legality of the issuance and
sale of the Class A Ordinary Shares that may be sold pursuant to the Sales Agreement is being filed as Exhibit 5.1 to this Report on
Form 6-K and incorporated herein by reference.
This
Report on Form 6-K, including the exhibits hereto, is hereby incorporated by reference into the Registration Statement.
This
Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any
sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
Financial
Statements and Exhibits
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Harney Westwood & Riegels (BVI) LP |
| 10.1 |
|
At
Market Issuance Sales Agreement by and between Antelope Enterprise Holdings Limited, and D. Boral dated October 1, 2026. |
| 23.1 |
|
Consent of Harney Westwood & Riegels (BVI) LP (included in Exhibit 5.1) |
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:
October 1, 2026 |
ANTELOPE
ENTERPRISE HOLDINGS LTD. |
| |
|
|
| |
By: |
/s/
Tingting Zhang |
| |
|
Tingting
Zhang |
| |
|
Chief
Executive Officer |
