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
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~March 2024

Commission File Number: 001-38245

Akso Health Group

(Exact name of registrant as specified in its charter)

Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,

No. 44, Moscow Road, Qianwan Bonded Port Area,

Qingdao Pilot Free Trade Zone, China (Shandong)

Tel: +86 152 1005 4919

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Closing~~Registered ofDirect ~~Private Placement~~Offering

AsOn ~~disclosed~~March on5, 2024 Akso Health ~~Group’s~~ Group (the “Company”) ~~Report on Form 6-K filed with the Securities and Exchange Commission on January 22, 2024, the Company~~ entered into certain securities purchase agreement (the “~~SPA~~Purchase Agreement”) ~~on January 17, 2024~~ with certain “non-~~U.S.~~affiliated ~~Persons”~~ institutional investors (the “Purchasers”) ~~as defined in Regulation S of the Securities Act of 1933, as amended,~~ pursuant to which the Company agreed to sell 37,100,000 anof ~~aggregate~~its ofAmerican ~~160,826,730~~Depositary ~~units~~Shares (~~the~~ “~~Units~~ADSs”), ~~each~~representing ~~Unit~~111,300,000 ~~consisting~~ordinary ~~of one Ordinary Share of the Company~~shares, par value $0.0001 per share (“~~Share~~Ordinary Shares”), ~~and~~in a ~~warrant~~registered todirect ~~purchase~~offering, ~~one~~and ~~Share~~warrants (“~~Warrant~~Warrants”) ~~with~~ anto ~~initial exercise price of $0.4146~~purchase 222,600,000 orOrdinary ~~approximately~~Shares $in ~~1.2438 per American depositary share of the Company (“ADS”), at~~ a ~~price~~concurrent ofprivate $placement ~~0.3317 per Unit, or approximately $ 0.9951 per ADS~~ for angross ~~aggregate~~proceeds ~~purchase price~~ of approximately $5349.3534 million (the “Offering”)~~, subject to various conditions to closing~~.

OnThe ~~January~~warrants ~~26,~~are ~~2024, the transaction~~exercisable ~~contemplated~~immediately byas of the ~~SPA~~date ~~consummated~~of ~~when~~issuance ~~all~~at ~~the~~an ~~closing~~exercise ~~conditions~~price of ~~the~~$0.4933 ~~SPA~~per ~~have~~ordinary ~~been~~share, ~~satisfied~~or $1.48 per ADS and expire five years from the ~~Company~~date ~~issued~~of issuance. The purchase price for each ADS and the ~~Units~~corresponding Warrants is $1.33. Each Warrant is subject to anti-dilution provisions to reflect stock dividends and splits, subsequent rights offerings or other similar transactions, but not as a result of future securities offerings at lower prices. Upon the ~~Purchasers~~occurrence ~~pursuant~~of a Fundamental Transaction (as defined in the Warrants), the Warrants are subject to mandatory redemption for cash consideration equal to the ~~SPA~~Black Scholes Value (as defined in the Warrants) of such portion of such Warrant to be redeemed.

~~Following~~The ~~the~~Warrants ~~closing~~and of the ~~Offering~~Ordinary ~~and~~Shares asissuable ofupon the ~~date~~exercise of ~~this~~the ~~report,~~Warrants are being offered pursuant to an exemption from the ~~Company~~registration ~~has~~requirements ~~321,653,460~~of ~~ordinary~~the Securities ~~shares,~~Act ~~par~~provided ~~value~~in ~~$0.0001~~Section ~~per~~4(a)(2) ~~share,~~of ~~issued~~the Securities Act and/or ~~outstanding~~Rule 506(b) of Regulation D.

The Company currently intends to use the net proceeds from the Offering for working capital and general corporate use. The Offering closed on March 7, 2024.

Copies of the form of the Purchase Agreement and Warrant are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement and Warrants are subject to, and qualified in their entirety by, such documents.

A copy of the legal opinion issued by the Company’s Cayman Islands counsel Maples and Calder (Hong Kong) LLP is attached hereto as Exhibit 5.1.

Exhibits

Exhibit No.		Description
5.1		Legal Opinion of Maples and Calder (Hong Kong) LLP
99.1		Form of the Purchase Agreement
99.2		Form of Warrant

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.

	Akso Health Group	~~Akso Health Group~~
	By:	~~By:~~/s/ Yilin (Linda) Wang	~~/s/ Yilin (Linda) Wang~~
	Name:	~~Name:~~Yilin (Linda) Wang	~~Yilin (Linda) Wang~~
	Title:	~~Title:~~Chief Executive Officer	~~Chief Executive Officer~~
Date: January 29, 2024
Date: March 8, 2024

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