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~~PURSUANT ~~the~~TO ~~month~~RULE of13a-16 ~~April~~OR ~~2026~~15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May 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 ☐

AsEntry ~~previously reported, on April 15, 2026, Antelope Enterprise Holdings Limited (the “Company” or the “Registrant”) entered~~ into a ~~Securities~~Material ~~Purchase~~Definitive Agreement ~~with an institutional investor for the purchase of 12,000,000 class A ordinary shares, no par value per share of the Company (“Class A Shares”), at the price of $0.207 per share, by the investor.~~

~~The~~On ~~transaction~~May ~~closed~~26, on2026, ~~April~~Antelope ~~29,~~Enterprise ~~2026~~Holdings ~~when~~Ltd. (the “Registrant” or the “Company”) ~~issued~~entered ~~12,000,000~~into ~~Class~~a ANote Purchase ~~Shares~~Agreement (the “Purchase Agreement”) with an accredited investor, for the issuance and sale of a convertible promissory note (the “Convertible Note”) with an ~~aggregate~~original ~~consideration~~principal amount of $23,~~484~~000,000 in a registered direct offering (the “Offering.”) The interest rate of the Convertible Note is 8.00% per annum.

~~This~~The ~~Report~~Convertible onNote ~~Form~~will ~~6-K~~mature ~~and~~18 months after the ~~information~~date ~~contained~~of ~~herein~~issuance, ~~shall~~unless beearlier ~~deemed~~converted, toredeemed beor ~~furnished~~repurchased. ~~and~~A ~~not~~holder ~~filed~~may ~~for~~convert the ~~purposes~~Convertible ofNote ~~Section~~into 18class A ordinary shares of the Company, no par value per share (the “Class A Ordinary Shares,”) ~~Securities~~subject ~~Exchange~~to ~~Act~~a 9.99% beneficial ownership limitation. The conversion price will equal to 90% of ~~1934,~~the lowest daily trading price as ~~amended~~reported by Bloomberg page ‘AEHL US AQR’ (or, ~~and~~if ~~shall~~unavailable, ~~not~~a becomparable ~~incorporated~~nationally byrecognized ~~reference~~data ~~into~~source ~~any~~reasonably ~~filing~~selected ~~under~~by the Company) for the ~~Securities~~regular ~~Act~~trading ofsession ~~1933, as~~during ~~amended,~~Trading orDay immediately preceding the ~~Exchange~~delivery ~~Act,~~of ~~except~~the asConversion ~~shall~~Notice besubject to ~~expressly~~certain provisions set forth byin ~~specific~~the ~~reference~~Convertible Note (all as defined in ~~such~~the ~~filing~~Purchase Agreement and/or the Convertible Note, as applicable).

~~Forward-Looking~~The ~~Statements~~Offering closed on May 26, 2026. The Company received gross proceeds of approximately $3 million from the Offering before deducting estimated offering expenses payable by the Company.

~~This~~The ~~Report~~Convertible onNote ~~Form~~and ~~6-K~~the ~~contains~~Class ~~forward-looking~~A ~~statements.~~Ordinary ~~These~~Shares ~~statements~~issuable ~~involve~~upon ~~risks~~conversion ~~and~~of ~~uncertainties~~the ~~that~~Convertible ~~could~~Note ~~cause~~will ~~actual~~be ~~results~~ issued pursuant to ~~differ~~a ~~materially~~prospectus supplement, ~~including~~which ~~risks~~was ~~relating~~filed towith the ~~satisfaction~~Securities ofand ~~closing~~Exchange ~~conditions~~Commission on May 26, 2026, in connection with a takedown from the ~~receipt~~Company’s shelf ofregistration ~~regulatory~~statement ~~approvals~~on Form F-3 (~~including approvals~~File byNo. ~~Nasdaq~~333-295047), ~~and~~which was declared effective by the ~~timing~~Securities and ~~completion~~Exchange ofCommission on ~~the~~May ~~transaction~~5, 2026.

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.

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 May 26, 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: April 30, 2026	ANTELOPE ENTERPRISE HOLDINGS LTD.
Date: May 26, 2026	ANTELOPE ENTERPRISE HOLDINGS LTD.
	By:	/s/ Tingting Zhang
		Tingting Zhang
		Chief Executive Officer

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