6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

For the month of March 2024

ANTELOPEENTERPRISE HOLDINGS LTD.

(Translationof registrant’s name into English)

Room1802, Block D, Zhonghai International Center,

Hi-TechZone, Chengdu, Sichuan Province, PRC

Telephone+86 (28) 8532 4355

(Addressof 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.

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): ☐

ExplanatoryNote

On February 27, 2024, Antelope Enterprise Holdings USA Inc., a company incorporated under the laws of Delaware and a wholly owned subsidiary of Antelope Enterprise Holdings Ltd. (the “Company”), has acquired 100% equity interests of Million Star US Inc. (“MillionStar”), a corporation established under the laws of California, at a nominal price.  Million Star currently does not have any assets or operation.

The following diagram illustrates the Company’s corporate structure upon closing of the acquisition of Million Star:

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.

Date: March 28, 2024