UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES EXCHANGE ACT OF 1934

For the month of January 2024

Commission File Number: 001-38245

Akso Health Group

(~~Translation~~Exact name of registrant’s ~~name into~~as ~~English~~specified in its charter)

Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,

No. 44, Moscow Road, Qianwan Bonded Port Area,

Qingdao Pilot Free Trade Zone, China (Shandong)

Tel: +86 152 1005 4919

(Address of ~~principal~~Principal ~~executive~~Executive ~~office~~Offices)

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 ☐

~~Interim~~Entry ~~Financial~~into ~~Statements~~Material Definitive Agreements

~~Akso~~Private Health Group (formerly known as Xiaobai Maimai Inc.) is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below.Placement

~~This~~On ~~Form 6-K~~January is17, ~~hereby~~2024, ~~incorporated by reference into~~ the ~~registration~~Company ~~statements~~entered ofinto certain ~~the~~securities ~~Company~~purchase agreement (the “~~Company~~SPA”) onwith ~~Form S~~certain “non-8U.S. Persons” (~~Registration~~the ~~No. 333-223951~~“Purchasers”) ~~and~~as ondefined ~~Form~~in Regulation S ~~F-3s~~of the Securities Act of 1933, as amended (~~Registration~~the ~~Nos.~~“Securities ~~No.~~Act”) ~~333-250020~~pursuant ~~and~~to ~~333-252434~~which the Company agreed to sell up to an aggregate of 160,826,730 units (the “Units”), toeach Unit consisting of one Ordinary Share of the ~~extent~~Company, ~~not~~par ~~superseded~~value by$0.0001 ~~documents~~per orshare (“Share”) and a warrant to purchase one Share (“Warrant”) ~~reports~~with ~~subsequently~~an ~~filed~~initial exercise price of $$0.4146, or ~~furnished~~approximately by$1.2438 ~~the~~per ~~Company~~American ~~under~~depositary share of the ~~Securities~~Company ~~Act~~(“ADS”), at a price of ~~1933,~~$0.3317 asper ~~amended~~Unit, or ~~the~~approximately ~~Securities~~$0.9951 ~~Exchange~~per ~~Act~~ADS for an aggregate purchase price of approximately $53.35 million (the ~~1934,~~“Offering”). asThe ~~amended~~net proceeds to the Company from such Offering shall be used by the Company for working capital and general corporate purposes.

~~Financial~~The ~~Statements~~Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $0.4146, or approximately $1.2438 per ADS, for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and ~~Exhibits~~splits or other similar transactions.

The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (d) the absence of any undisclosed material adverse effects, and (e) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.

The SPA is subject to various conditions to closing, including, among other things, (a) Nasdaq’s approval of the supplemental listing application for the Units and (b) accuracy of the parties’ representations and warranties.

The forms of the SPA and the Warrant are filed as Exhibits 99.1 and 99.2, respectively, to this Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and Warrant, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

Exhibits.

Exhibit No.		Description
99.1		Unaudited Interim Consolidated Financial Statements as of September 30, 2023 and for the Six Months Ended September 30, 2023 and 2022
99.2		Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended September 30, 2023 and 2022
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibits.

Exhibit No.		Description
99.1		Form of Securities Purchase Agreement
99.2		Form of Warrant

~~SIGNATURE~~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, ~~hereunto~~thereunto duly authorized.

Dated: January 3, 2024	Akso Health Group
	Akso Health Group
	By:	/s/ Yilin (Linda) Wang
	Name:	~~Name:~~Yilin (Linda) Wang	~~Yilin Wang~~
	Title:	~~Title:~~Chief Executive Officer	~~Chief Executive Officer~~
Date: January 22, 2024

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