AEHL Antelope Enterprise Holdings Ltd

 

 

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 the month of April 2025

 

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 ☐

 

 

 

Reverse Stock Split; Record Date

 

The Company is reporting that its board of directors (the “Board”) has approved a reverse stock split (the “Reverse Stock Split”) of the Company’s Class A ordinary shares, no par value (the “Ordinary Shares”), at a ratio of 1-for-40 (the “Reverse Split Ratio”).

 

The Company is undertaking the Reverse Stock Split with the objective of meeting the minimum $1.00 per Ordinary Share bid requirement for maintaining the listing of the Ordinary Shares on The Nasdaq Capital Market.

 

The Reverse Stock Split will be effective at 04:01 p.m. (ET) on Thursday, April 3, 2025 (the “Record Date”) and the Ordinary Shares will begin trading on a split-adjusted basis when the Nasdaq Stock Market LLC opens for trading on Friday, April 4, 2025. The Ordinary Shares will continue to trade on The Nasdaq Capital Market under the trading symbol “AEHL” but will trade under the following new CUSIP number: G041JN130.

 

As a result of the Reverse Stock Split, every 40 Ordinary Shares held as of the Record Date will be automatically combined into one Ordinary Share. The number of outstanding Ordinary Shares will be reduced from approximately 41,430,051 Ordinary Shares to approximately 1,035,752 Ordinary Shares. No fractional shares will be created or issued in connection with the reverse stock split.

 

The Reverse Stock Split will affect all holders of Ordinary Shares uniformly and will not affect any shareholder’s percentage ownership interest in the Company.

 

Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the Reverse Stock Split reflected in their accounts on or after April 4, 2025. Such beneficial holders may contact their bank, broker, or nominee for more information.

 

Forward-Looking Statements

 

This current report on Form 6-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements can be also identified by terminology such as “may,” “might,” “could,” “will,” “aims,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements.

 

These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. A detailed discussion of factors that could cause or contribute to such differences and other risks that affect our business is included in filings we make with the Commission from time to time, including our most recent report on Form 20-F, particularly under the heading “Risk Factors”.

 

Issuance of Press Release

 

On April 1, 2025, the Company issued a press release regarding the Reverse Split. A copy of the press release is filed as an exhibit to this Form 6-K as Exhibit 99.1

 

Exhibit Index

 

Exhibit
99.1		Press Release dated April 1, 2025

 

 

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 3, 2025	ANTELOPE ENTERPRISE HOLDINGS LTD.
	By:	/s/ Tingting Zhang
		Tingting Zhang
		Chief Executive Officer

 

 

Exhibit 99.1

 

Contact Information:
Antelope Enterprise Holdings Limited	Precept Investor Relations LLC
Xiaoying Song, Chief Financial Officer	David Rudnick, Account Manager
Email: info@aehltd.com	Email: david.rudnick@preceptir.com
	Phone: +1 646-694-8538

 

Antelope Enterprise Announces One-for-40
Reverse Stock Split

 

●

Class A Ordinary Shares Will Begin Trading on a Split-Adjusted Basis on April 4, 2025

 

NEW YORK, April 1, 2025 /Globe Newswire/ – Antelope Enterprise Holdings Limited (NASDAQ Capital Market: AEHL) (“Antelope Enterprise”, “AEHL” or the “Company”), the majority interest owner of Kylin Cloud, a livestreaming e-commerce business in China, announced today that its Board of Directors has set the date of April 4, 2025 to be the effective date for the Company’s 1-for-40 reverse stock split of its Class A ordinary shares (the “Ordinary Shares”). The Company’s Ordinary Shares will begin trading on the NASDAQ Stock Market on a split-adjusted basis when the market opens on April 4, 2025. The CUSIP number for the Company’s Ordinary Shares will be changed to G041JN130.

 

The Company’s Board of Directors approved a reverse stock split so as to regain compliance with the minimum bid price requirement of $1.00 per share for continued listing on the NASDAQ Stock Market. In order to maintain the Company’s listing on the NASDAQ Capital Market, the Company’s common stock must have a closing bid price of $1.00 or more for a minimum of ten consecutive trading days by April 30, 2025. There can be no assurance that following the reverse split, the Company’s Ordinary Shares will remain above $1.00 per share minimum for the requisite period as of April 30, 2025 to regain listing compliance. In the event the Company does not regain compliance with the minimum bid price requirement, its securities may be subject to delisting from the NASDAQ Stock Market which, in turn, will result in significant adverse effect on the value and liquidity of the Company’s securities.

 

As a result of the reverse stock split, every 40 issued and outstanding Ordinary Shares as of the effective date will be automatically combined into one Ordinary Share. Consequently, the reverse stock split will reduce the total number of Ordinary Shares of the Company from approximately 41,430,051 shares to approximately 1,035,752 shares. In lieu of issuing fractional shares, the Company will issue one full share of the post-reverse stock split Ordinary Share to any shareholder who would have been entitled to receive a fractional share. All outstanding stock options, warrants and other rights to purchase the Company’s Ordinary Shares will be adjusted proportionately as a result of the reverse stock split.

 

Once the reverse stock split becomes effective, shareholders holding Ordinary Shares through a bank, broker or other nominee will have their shares automatically adjusted to reflect the reverse stock split. Beneficial holders may contact their bank, broker or nominee for more information. Please direct any questions to your broker or the Company’s transfer agent, Equiniti Limited, by calling 800-937-5449 or 718-921-8157.

 

 

About Antelope Enterprise Holdings Limited

 

Antelope Enterprise Holdings Limited (“Antelope Enterprise”, “AEHL” or the “Company”) engages holds a 51% ownership position in Hainan Kylin Cloud Services Technology Co. Ltd (“Kylin Cloud”), which operates a livestreaming e-commerce business in China. Kylin Cloud provides access to over 800,000 hosts and influencers. For more information, please visit our website at https://aehltd.com.

 

Safe Harbor Statement

 

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, without limitation, the continued stable macroeconomic environment in the PRC, the PRC technology sectors continuing to exhibit sound long-term fundamentals, and our ability to continue to grow our energy, livestreaming e-commerce, business management and information system consulting businesses. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.

 

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 20-F for the year ended December 31, 2023 and otherwise in our SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

 

Source: Antelope Enterprise Holdings Limited

 

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