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 November 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
September 10, 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 $6,000,000 in a registered direct offering (the “Offering.”)
The interest rate of the Convertible Note is 8.00% per annum.
The
Convertible Note has an original principal amount of $6,000,000 and has no fixed maturity date. The entire unpaid principal and accrued
interest of the Convertible Note shall become immediately due and payable upon the Company’s act of bankruptcy, execution of a
general assignment for the benefit of creditors, filing or facing a bankruptcy petition without dismissal for over 90 days, or the appointment
of a receiver. 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 80% of the lowest of the
volume-weighted average price per Class A Ordinary Share on the Nasdaq Capital Market, 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 the three Trading Days (as defined in the Convertible Note) ending on and including the date of conversion.
The
Offering closed on September 15, 2026. The Company received gross proceeds of approximately $6 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 were issued pursuant to a prospectus
supplement, which was filed with the Securities and Exchange Commission on September 15, 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 (the “Registration Statement”).
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.
This
Report on Form 6-K, including the exhibits hereto, is hereby incorporated by reference into the Registration Statement.
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 September 10, 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.
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:
November 2, 2026 |
ANTELOPE
ENTERPRISE HOLDINGS LTD. |
| |
|
|
| |
By: |
/s/
Tingting Zhang |
| |
|
Tingting
Zhang |
| |
|
Chief
Executive Officer |
