Business Context and Reporting Period
This Form 6-K filing by Antelope Enterprise Holdings Ltd. covers the month of May 2026. The report details the entry into a material definitive agreement involving a registered direct offering of a convertible promissory note.
Key Financial Metrics
- Gross Proceeds: Approximately $3,000,000 received from the offering.
- Debt Instrument: Convertible promissory note with an original principal amount of $3,000,000.
- Interest Rate: 8.00% per annum.
- Maturity: 18 months from the date of issuance (May 26, 2026), unless earlier converted, redeemed, or repurchased.
- Conversion Terms: Convertible into Class A ordinary shares at 90% of the lowest daily trading price during the trading session immediately preceding the conversion notice, subject to a 9.99% beneficial ownership limitation.
Material Changes
The primary material change is the execution of a Note Purchase Agreement on May 26, 2026, resulting in the issuance of the Convertible Note. This transaction was conducted via a takedown from the Company's shelf registration statement on Form F-3 (File No. 333-295047), which was declared effective on May 5, 2026. The filing text does not provide comparative financial data for prior periods as this is a current report on a specific transaction rather than a periodic financial statement.
Outlook, Risks, and Unusual Items
- Offering Status: The offering closed on May 26, 2026.
- Expenses: Gross proceeds are subject to estimated offering expenses payable by the Company; specific expense amounts are not disclosed in this summary.
- Legal Opinion: An opinion regarding the legality of the issuance was provided by Ogier.
- Regulatory Note: Information in this Form 6-K is furnished and not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor is it incorporated by reference into other filings except as expressly set forth.
Investor Verification Checklist
- Verify the exact amount of offering expenses deducted from the $3 million gross proceeds to determine net cash inflow.
- Review the full text of the Note Purchase Agreement (Exhibit 10.1) and Convertible Promissory Note (Exhibit 10.2) for specific redemption rights, prepayment penalties, and detailed conversion mechanics.
- Confirm the current trading price of Class A ordinary shares to assess the immediate dilution impact of the 90% conversion discount.
- Check the Company's Form F-3 shelf registration statement (File No. 333-295047) for any other outstanding commitments or restrictions.