Antelope Enterprise Holdings Limited (AEHL) 6-KSecurities Purchase Agreement

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 2024

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 ☐

Private Placement Transaction

On November 14, 2024, Antelope Enterprise Holdings Ltd. (the “Company” or the “Registrant”) closed a private placement transaction pursuant to a securities purchase agreement (the “Agreement”) with an investor whereby the investor purchased an aggregate of 2,040,816 class A ordinary shares at $0.49 per share for an aggregate consideration of $1,000,000. Under the Agreement, the Company does not have an obligation to register any of the securities issued in the placement. The Company intends to use the proceeds from this financing for general working capital purposes.

The form of the Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference. The foregoing is only a brief description of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to such exhibit.

Financial Statements and Exhibits.

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.