Antelope Enterprise Holdings Ltd. filed a Form 6-K on November 2, 2026, disclosing the September 10, 2026 entry into a Note Purchase Agreement with an accredited investor for the issuance and sale of a $6,000,000 convertible promissory note in a registered direct offering.

Key Highlights

  • Principal amount: The convertible promissory note carries an original principal amount of $6,000,000.
  • Interest rate: The Convertible Note bears interest at 8.00% per annum.
  • No fixed maturity: According to the filing, the Convertible Note has no fixed maturity date.
  • Conversion price: The conversion price equals 80% of the lowest volume-weighted average price per Class A Ordinary Share for the three trading days ending on and including the conversion date, as reported by Bloomberg page 'AEHL US AQR'.
  • Ownership cap: A holder's ability to convert is subject to a 9.99% beneficial ownership limitation.
  • Offering closed: The offering closed on September 15, 2026, with the company receiving gross proceeds of approximately $6 million before deducting estimated offering expenses.
  • Shelf registration: The securities were issued under the company's Form F-3 shelf registration statement (File No. 333-295047), declared effective May 5, 2026.

Antelope Enterprise Discloses $6 Million Convertible Note Terms and Offering Close

According to the Form 6-K filed with the Securities and Exchange Commission, Antelope Enterprise Holdings Ltd. (NASDAQ:AEHL) entered into a Note Purchase Agreement with an accredited investor on September 10, 2026. The agreement provided for the issuance and sale of a convertible promissory note with an original principal amount of $6,000,000, bearing interest at 8.00% per annum, through a registered direct offering.

The filing states that the Convertible Note has no fixed maturity date. However, the entire unpaid principal and accrued interest "shall become immediately due and payable upon the Company's act of bankruptcy, execution of a general assignment for the benefit of creditors, filing or facing a bankruptcy petition without dismissal for over 90 days, or the appointment of a receiver," according to the filing. A holder may convert the note into Class A Ordinary Shares of the company, which carry no par value per share, subject to the 9.99% beneficial ownership limitation.

The conversion price is set at 80% of the lowest volume-weighted average price per Class A Ordinary Share on the Nasdaq Capital Market for the three trading days ending on and including the conversion date, as reported by Bloomberg page 'AEHL US AQR', or, if unavailable, a comparable nationally recognized data source reasonably selected by the company. The offering closed on September 15, 2026, on which date a prospectus supplement was also filed with the SEC in connection with a takedown from the company's shelf registration statement on Form F-3 (File No. 333-295047). The Form 6-K was signed by Tingting Zhang, Chief Executive Officer, and dated November 2, 2026.

What Was Disclosed

Antelope Enterprise Holdings Ltd. disclosed the terms of a $6,000,000 convertible promissory note issued to an accredited investor on September 10, 2026, including an 8.00% annual interest rate, a variable conversion price at 80% of a three-day VWAP, a 9.99% ownership cap, and an offering close date of September 15, 2026.