Antelope Enterprise Holdings is offering Stratosphere Capital Management a $6,000,000 convertible note that can convert into up to 12,000,000 Class A ordinary shares. The company estimates $5,965,000 in net proceeds for Working Capital and general corporate purposes, while conversion could dilute existing shareholders and remains subject to Nasdaq’s 19.99% issuance cap.

Key Highlights

  • Antelope Enterprise estimates net proceeds of approximately $5,965,000 after offering expenses.
  • The potential issuance of up to 12,000,000 Class A ordinary shares upon conversion is subject to the Nasdaq issuance restriction and applicable conversion terms.
  • Antelope Enterprise is offering Stratosphere Capital Management a $6,000,000 convertible promissory note.
  • The note can convert into up to 12,000,000 Class A ordinary shares.

Antelope Enterprise Holdings Ltd. (NASDAQ: AEHL) is offering Stratosphere Capital Management Inc. a $6,000,000 ($6.0 million) convertible Promissory Note that can convert into up to 12,000,000 Class A ordinary shares. The registered direct offering is being made by the company itself, not by selling stockholders. The note has an original principal amount of $6,000,000, while the company estimates net proceeds of approximately $5,965,000.

$6M Note Targets 12M Shares

The convertible note is being issued directly to Stratosphere Capital Management, which the company identifies as an accredited investor. Antelope Enterprise will issue the instrument under a note purchase agreement, and the note will not be placed under an indenture or administered by a trustee. Conversion of the note could result in the issuance of up to 12,000,000 of those shares. The number of Class A ordinary shares shown as outstanding immediately before and after the offering is 16,409,359, excluding the shares issuable upon conversion of the note.

Net Proceeds After Expenses

Antelope Enterprise estimates that the offering will generate approximately $5,965,000 in net proceeds after deducting estimated offering expenses. The estimate is based on an offering price of $6,000,000 for the convertible note. The transaction therefore pairs a $6,000,000 original principal amount with approximately $5,965,000 available to the company after expenses. The note’s conversion feature means the transaction also carries a potential Equity component, subject to the Nasdaq issuance restriction and the applicable conversion terms. The prospectus states that the closing sale price of the shares was $6.07 per share on the cited date.

Working Capital Gets Priority

Antelope Enterprise plans to use the net proceeds for working capital and general corporate purposes. The company says the timing and amount of actual spending will depend on several factors, including cash flows from operations and anticipated Business growth. Management will have broad discretion over when and how the proceeds are applied. The company says it cannot specify all particular uses with certainty, leaving application of the funds to management’s judgment. The stated use of proceeds gives Antelope Enterprise flexibility to direct the approximately $5,965,000 across working capital and other general corporate needs.

Conversion And Shareholder Risk

The company warns that raising capital through convertible Debt or equity can dilute shareholders’ ownership interests, while financing terms may include provisions that restrict certain corporate actions. Antelope Enterprise also states that a decline in its trading price could result if risks tied to the offering occur. The company’s risk disclosures say shareholders could lose all or part of their investment. Conversion beyond that threshold therefore depends on the stated Nasdaq conditions.