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 2025
Commission file number: 001-39259
| China Liberal Education Holdings Limited |
7th Floor, Building 5, No. 2 Zhenxing Road,
Changping District, Beijing,
People’s Republic of China 102299
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
China Liberal Has Regained Compliance with Nasdaq’s Minimum Bid Price Requirement
As previously disclosed, on August 21, 2024, China Liberal Education Holdings Limited (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price of its ordinary shares was below US$1.00 per share for a period of 30 consecutive business days and that the Company did not comply with the minimum bid price requirement as set forth in the Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
The Company was provided 180 calendar days, or until February 17, 2025 to regain compliance with the Minimum Bid Price Requirement. Nasdaq has determined that the closing bid price of the Company’s ordinary shares has been at US$1.00 per share or greater for 10 consecutive business days from December 24, 2024 to January 8, 2025. On January 10, 2025, Nasdaq notified the Company that it has regained compliance with the Minimum Bid Price Requirement and the matter is now closed.
On January 13, 2025, the Company issued a press release announcing that it has regained compliance with the Minimum Bid Price Requirement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.
EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| China Liberal Education Holdings Limited |
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| Date: January 13, 2025 | By: | /s/ Ngai Ngai Lam |
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| Ngai Ngai Lam |
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| Chief Executive Officer and Chairperson of the Board of Directors |
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EXHIBIT 99.1
China Liberal Education Holdings Limited Has Regained Compliance with Nasdaq’s Minimum Bid Price Deficiency
Beijing, China, January 13, 2025 /PRNewswire/ -- China Liberal Education Holdings Limited (“China Liberal” or the “Company”) (NASDAQ: CLEU), a China-based company that provides technological consulting services for smart campus solutions and other educational services, today announced that the Company received a written notification (the "Compliance Notice") from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") dated January 10, 2025, informing the Company that it has regained compliance with the Nasdaq Listing Rule 5550(a)(2) (“Minimum Bid Price Requirement”) and the matter is closed.
As previously announced, the Company received a notification letter from the Nasdaq dated August 21, 2024, indicating its failure to maintain a minimum bid price of US$1.00 per share for 30 consecutive business days under Minimum Bid Price Requirement. Pursuant to the Nasdaq Listing Rules 5810(c)(3)(A), the Company was provided with 180 calendar days, or until February 17, 2025, to regain compliance.
To comply with the Minimum Bid Price Requirement, the closing bid price of the Company’s ordinary shares must be at least US$1.00 per share for a minimum of 10 consecutive business days at any time prior to February 17, 2025. Therefore, in order to cure the Minimum Bid Price deficiency, the Company has effectuated a share consolidation on December 24, 2024, of which fifteen (15) ordinary shares with par value of $0.015 per share each in the Company's issued and unissued share capital consolidated into one (1) ordinary share with par value of US$0.225.
According to the Compliance Notice, the Company evidenced a closing bid price of its ordinary shares at or greater than US$1.00 per share for 10 consecutive business days from December 24, 2024 to January 8, 2025. Thus, the Company has regained compliance with the Minimum Bid Price Requirement, and the matter is closed.
About China Liberal Education Holdings Limited
China Liberal is an educational services provider headquartered in Beijing, China. China Liberal provides a wide range of services, including technological consulting for Chinese universities to improve their campus information and data management systems, designed to enhance the teaching, operating, and management environment of the universities, thus establishing a "smart campus." Additionally, China Liberal offers tailored job readiness training for graduating students. For more information, please visit the Company's website at http://ir.chinaliberal.com/.
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Forward-Looking Statements
This document contains forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's expectations and projections about future events, which the Company derives from the information currently available to the Company. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those using terminology such as "may," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "hopes" or the negative of these or similar terms. When evaluating these forward-looking statements, you should consider various factors, including our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as required by law. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can provide no assurance that these expectations will prove to be accurate, and it cautions investors that actual results may differ materially from the anticipated results. Investors are encouraged to review the risk factors that may affect future results in the Company's most recent annual report on Form 20-F for the year ended December 31, 2023 and in its other filings with the SEC.
Investor Relations Contact
China Liberal Education Holdings Limited
Email: ir@chinaliberal.com
Ascent Investor Relations LLC
Tina Xiao
President
Phone: +1 646-932-7242
Email: investors@ascent-ir.com
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