Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 12 2023 - 8:31AM
Edgar (US Regulatory)
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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2023
ANTELOPE ENTERPRISE
HOLDINGS LTD.
(Translation of registrant's name into English)
c/o Jinjiang Hengda
Ceramics Co., Ltd.
Junbing Industrial Zone, Anhai, Jinjiang City,
Fujian Province, PRC
Telephone +86 (595) 8576 5053
(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 x Form 40-F
¨
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Entry into a Material Agreement
On January 10, 2023, Antelope Enterprise Holdings Limited (the “Company”) entered into a certain securities purchase
agreement (the “SPA”) with Mr. Weilai (Will) Zhang, the Chief Executive Officer of the Company, Mr. Ishak Han, a director
of the Company, and another sophisticated purchaser (collectively, the “Purchasers”), pursuant to which the Company
agreed to sell 1,625,000 ordinary shares, (the “Shares”) par value $0.024 per share (the “Ordinary Shares”),
at a per share purchase price of $0.80 (the “Offering”). This Offering was unanimously approved by the disinterested
directors and the board of directors of the Company. The gross proceeds to the Company from this Offering are $1.3 million, before deducting
any fees or expenses. The Company plans to use the net proceeds from this Offering for the expansion of its social ecommerce business
and the general corporate purpose. The Offering closed on January 12, 2023.
The parties to the SPA have
each made customary representations, warranties and covenants. The Shares were issued to Purchasers upon satisfaction of all closing conditions.
The issuance of the Shares
is in reliance on exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The form of the SPA is filed
as Exhibit 10.1 to this Current Report on 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 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 exhibit.
SUBMITTED HEREWITH
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, hereunto duly authorized.
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ANTELOPE ENTERPRISE HOLDINGS LTD. |
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By: |
/s/ Hen Man Edmund |
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Hen Man Edmund |
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Chief Financial Officer |
Date: January 12, 2023
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