424B4 1 tm237053d1_424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4)Registration No. 333-269618 PROSPECTUS 1,833,334 issuable upon exercise of outstanding warrants sold in private placements,offered by the Selling ShareholdersofAntelope Enterprise Holdings, Ltd. This prospectus relates to the offer and sale of up to 1,666,667 ordinary shares, par value $0.024 each, issuable upon the exercise of certain warrants at an exercise price of $0.80 per share (the “Investor Warrants”) and 166,667 ordinary shares issuable upon the exercise of certain warrants at an exercise price of $0.75 per share (the “Placement Agent Warrants”, together with the Investor Warrants, the “Warrants”). Our ordinary shares are issuable upon exercise of these warrants which are currently held by certain Selling Shareholders named in this prospectus. We issued the Warrants in connection with the public offering of 1,666,667 ordinary shares pursuant to the prospectus supplement to the registration statement on the F-3 (File No. 333-260958), dated September 30, 2022. The shares issuable upon exercise of such Warrants may be offered for sale from time to time by the Selling Shareholders. We will receive proceeds from any exercises of the above warrants, but not from the sale of the underlying ordinary shares. The Selling Shareholders may sell any or all of the shares on any stock exchange, market or trading facility on which the Shares are traded or in privately negotiated transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices. Information on the Selling Shareholders and the times and manners in which they may offer and sell our shares is described under the sections entitled “Selling Shareholders” and “Plan of Distribution” in this prospectus. While we will bear all costs, expenses and fees in connection with the registration of the Shares, we will not receive any of the proceeds from the sale of our shares by the Selling Shareholders. The PCAOB announced on December 16, 2021 that it had determined that it was unable to inspect or investigate completely Centurion ZD CPA & Co., which audited the Company’s financial statements included in our Annual Report on Form 20-F for year ended December 31, 2021. On May 9, 2022, the SEC provisionally identified the Company as a Commission-Identified Issuer on the SEC’s website at www.sec.gov/HFCAA. That provisional identification became final on May 31, 2022. The Holding Foreign Companies Accountable Act (HFCAA) states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over the counter trading market in the United States. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), and if it were enacted, would require foreign companies to comply with the PCAOB audits within two consecutive years instead of three consecutive years, which would reduce the time before our securities may be prohibited from trading or be delisted. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. On August 26, 2022, the China Securities Regulatory Commission, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its