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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Antelope Enterprise Holdings Ltd. (Name of Issuer) |
Class A Ordinary Shares, no par value (Title of Class of Securities) |
G041JN122 (CUSIP Number) |
Di Wu Room 805, No.2 Jia xi Road, NanJing City, F4, 210012 86 15651601166 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G041JN122 |
| 1 |
Name of reporting person
Seener Enterprise Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,026,305.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Based on the prospectus filed by the Issuer on December 17, 2024, there were 31,013,740 Class A ordinary shares of the Issuer outstanding as of December 17, 2024. Does not include percent of the Issuer's total ordinary shares consisting of Class A and Class B ordinary shares. The Issuer has shares divided into both Class A and Class B ordinary shares. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to 20 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A ordinary share is entitled to one vote. Based on the prospectus filed by the Issuer on December 17, 2024, there were 2,305,497 Class B ordinary shares of the Issuer outstanding as of December 17, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, no par value | |
| (b) | Name of Issuer:
Antelope Enterprise Holdings Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
UNIT 2905, 29/F, METROPLAZA TOWER 2, 223 HING FONG ROAD, KWAI CHUNG, NT, HONG KONG,
HONG KONG
, 00000. | |
Item 1 Comment:
This Schedule 13D/A amends and restates in its entirety the statement on Schedule 13D (the "Original Schedule 13D") filed by the Reporting Person with the SEC on April 16, 2024. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Original Schedule 13D is incorporated herein by reference. | |
| (b) | See Item 2(a) above. | |
| (c) | See Item 2(a) above. | |
| (d) | See Item 2(a) above. | |
| (e) | See Item 2(a) above. | |
| (f) | See Item 2(a) above. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
On September 24, 2024, the Reporting Person purchased 2,070,423 Class A ordinary shares of the Issuer (the "Shares"), for $1,470,000 (or $0.71 per share) in a private placement. The source of the funds for payment of the purchase price was the Reporting Person's working capital. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
On September 19, 2024, the Reporting Person entered into a Securities Purchase Agreement for the purchase of the Shares and was issued the Shares on September 24, 2024 as described in the cover page and under Item 3.
The Reporting Person purchased the Shares for investment purposes.
Except as set forth in this Schedule 13D/A, the Reporting Person currently has no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D/A. The Reporting Person reserves the right to, at any time and from time to time, review or reconsider its position and/or change the purpose and/or, either separately or together with other persons, formulate plans or proposals with respect to those items in the future depending upon then existing factors. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D/A are hereby incorporated by reference in this Item 5. | |
| (b) | The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D/A are hereby incorporated by reference in this Item 5. | |
| (c) | Except the information set forth in this Schedule 13D/A, no transactions in any of the Class A ordinary shares of the Issuer have been effected by the Reporting Person during the past sixty days. | |
| (d) | Except as disclosed in this Schedule 13D/A, to the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A ordinary shares beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 3 and Item 4 of this Schedule 13D/A is incorporated by reference.
To the best knowledge of the Reporting Person, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or otherwise subject to a contingency, the occurrence of which would give another person voting power over the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Issuer's Report on Form 6-K filed on October 3, 2024). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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