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 December 2024

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 ☐

Entry into a ~~Definitive~~Material ~~Securities Purchase Agreements~~Contract

China Liberal Education Holdings Limited (the “Company”) today announced that on December 2331, 2024, it entered into ~~definitive~~a ~~investment~~warrant ~~agreements~~exchange agreement (the “~~Offering~~Exchange Agreement”) with certain ~~individual~~holders ~~investors~~ (~~collectively~~the ~~referred~~“Holders”) toof as320,000,000 warrants (the “~~Purchasers~~Warrants”). ~~Pursuant~~with customary anti-dilution clauses, each of which is exercisable to purchase three-fourths (3/4) ordinary shares of the Company with a ~~Securities~~par ~~Purchase~~value ~~Agreement~~of $0.225 (the “~~Purchase~~Ordinary ~~Agreement~~Shares”), after taking into account the ~~Company~~effectuation ~~agreed~~of toreverse ~~offer~~stock ansplit ~~aggregate~~on ofDecember ~~160~~24,~~000~~ 2024 and the reset adjustment on December 30,~~000~~ ~~ordinary~~2024, ~~shares~~pursuant to the ~~Purchasers~~Warrant atAgreement, aand which, collectively, are exercisable to purchase ~~price~~240,000,000 ofOrdinary USShares in total, at $0.1360 per share of the Company. Pursuant to the Exchange Agreement, ~~with~~the aHolders ~~par~~agreed ~~value~~to surrender 320,000,000 Warrants for cancellation and the Company agreed, in exchange, to issue an aggregate of ~~US$0.015~~240,000,000 ~~per~~Ordinary ~~share~~Shares to the Holders (the “~~Ordinary~~Exchange Shares”). The ~~Company~~Exchange ~~further~~Shares ~~agreed,~~are ~~among~~being ~~other~~made ~~things,~~pursuant to ~~certain~~an ~~restrictions~~effective onprospectus ~~securities~~supplement ~~offerings~~filed ~~for~~with athe ~~period~~Securities ofand ~~180~~Exchange ~~calendar~~Commission ~~days~~on ~~following~~December ~~the~~23, ~~closing~~2024, ~~date~~which ofoffered the ~~purchase~~shares ~~and~~issuable ~~sales~~upon ofthe ~~securities~~exercise asof ~~stipulated in~~ the ~~Purchase Agreement~~Warrants.

InThe ~~addition,~~Exchange ~~the~~Agreement ~~Company~~and ~~also issue to each Purchaser of~~ the ~~Offering~~transactions ancontemplated ~~Ordinary~~thereby ~~Shares~~have ~~Purchase~~been ~~Warrant~~approved ~~(the~~by ~~“Warrant”) pursuant to which~~ the ~~Purchaser~~board ~~is entitled to purchase the number~~ of ~~the~~directors ~~Ordinary Shares that equals to 200%~~ of the Company~~’s Ordinary Shares such Purchaser agrees to purchase pursuant to the Purchase Agreement in this Offering~~. The ~~Warrants~~Exchange Shares are ~~exercisable~~expected ~~immediately~~to upon issuance on December 23, 2024 (the “Issue Date”) and have an initial exercise price of US$0.45 per share, and expire five (5) years from the Issue Date. On the seventh calendar day following the Issue Date, the exercise price of the Warrants will be ~~adjusted~~delivered to ~~US$0.04 per share, which equals to 24% of~~ the ~~minimum~~Holders ~~price, as stipulated under the Nasdaq Listing Rule 5635(d), of the Company~~ on ~~the~~or ~~Issue~~prior ~~Date, and the maximum number of Ordinary Shares issuable upon exercise of the Warrants will be adjusted~~ to 3January 7,~~600,000,000.~~ ~~The Warrants are also subject to certain customary anti-dilution and other exercise price adjustment mechanisms and there will be no trading market for the Warrants~~2025.

AsThe ~~further~~foregoing ~~consideration~~description toof the ~~Purchasers~~Exchange ~~for~~Agreement ~~the~~does ~~Offering,~~not ~~Ms.~~purport ~~Ngai~~to ~~Ngai~~be ~~Lam,~~complete ~~the Chairperson~~ and ~~the~~is ~~chief~~subject ~~executive~~to ~~officer~~and ofqualified ~~the~~in ~~Company,~~its ~~also~~entirety ~~entered~~by ~~into~~reference ato ~~lock-up agreement (~~the ~~“Lock-up~~full ~~Agreement”)~~text ~~pursuant~~of tosuch document, which ~~Ms.~~is ~~Ngai~~attached ~~Ngai~~as ~~Lam~~Exhibit ~~agrees~~99.1 to ~~certain~~this ~~restrictions~~Current ~~for~~Report ~~a period of 180 calendar days~~ on ~~any~~Form ~~securities~~6-K ofand ~~the~~are ~~Company~~incorporated ~~she~~by ~~beneficially~~reference ~~owned~~herein.

The Purchase Agreement and the transactions contemplated thereby have been approved by the board of directors of the Company. The Offering is expected to close on or prior to December 31, 2024.

The Purchase Agreement, the Warrant and the Lock-up Agreement are filed as Exhibits 99.1-99.3 herein, to this Current Report on Form 6-K. The foregoing is only a brief description of the material terms of the agreements, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits. This content does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

EXHIBIT INDEX

Exhibit No.		Description
99.1		~~Securities~~Warrant ~~Purchase~~Exchange Agreement dated as of December 2331, 2024
99.2		Ordinary Shares Purchase Warrant dated as of December 23, 2024
99.3		Lock-up Agreement dated as of December 23, 2024

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.

	China Liberal Education Holdings Limited
Date: December 23, 2024	By:	/s/ Ngai Ngai Lam
Date: December 31, 2024	By:	/s/ Ngai Ngai Lam
		Ngai Ngai Lam
		Chief Executive Officer and Chairperson of the Board of Directors

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