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~~January ~~2024~~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 ☐

~~Entry~~China ~~into~~Liberal aHas ~~Material~~Regained ~~Contract~~Compliance with Nasdaq’s Minimum Bid Price Requirement

~~China~~As ~~Liberal~~previously ~~Education~~disclosed, ~~Holdings Limited (the “Company”) today announced that~~ on ~~December~~August 3121, 2024, itChina ~~entered~~Liberal ~~into~~Education aHoldings ~~warrant~~Limited ~~exchange agreement~~ (the “~~Exchange Agreement~~Company”) ~~with~~received ~~certain~~a ~~holders~~letter ~~(the~~from ~~“Holders”) of 320,000,000 warrants (~~the ~~“Warrants”)~~Listing ~~with~~Qualifications ~~customary~~Department ~~anti-dilution clauses, each~~ of ~~which is exercisable to purchase three-fourths (3/4) ordinary shares of~~ the ~~Company~~Nasdaq ~~with~~Stock aMarket ~~par~~LLC ~~value of $0.225~~ (~~the~~ “~~Ordinary Shares~~Nasdaq”), ~~after~~notifying ~~taking into account~~ the ~~effectuation~~Company ofthat ~~reverse stock split on December 24, 2024 and~~ the ~~reset~~minimum ~~adjustment~~bid onprice ~~December~~of ~~30,~~its ~~2024,~~ordinary ~~pursuant~~shares towas ~~the~~below ~~Warrant Agreement, and which, collectively, are exercisable to purchase 240,000,000 Ordinary Shares in total, at~~ US$01.6000 per share ~~of the Company. Pursuant to the Exchange Agreement, the Holders agreed to surrender 320,000,000 Warrants~~ for ~~cancellation~~a ~~and~~period ~~the Company agreed, in exchange, to issue an aggregate~~ of ~~240,000,000~~30 ~~Ordinary~~consecutive ~~Shares~~business todays ~~the~~and ~~Holders~~that (the ~~“Exchange~~Company ~~Shares”).~~did ~~The~~not ~~Exchange~~comply ~~Shares are being made pursuant to an effective prospectus supplement filed~~ with the ~~Securities~~minimum ~~and~~bid ~~Exchange~~price ~~Commission~~requirement onas ~~December~~set ~~23,~~forth ~~2024,~~in ~~which offered~~ the ~~shares~~Nasdaq ~~issuable~~Listing ~~upon~~Rule 5550(a)(2) (the ~~exercise~~“Minimum ofBid ~~the~~Price ~~Warrants~~Requirement”).

The ~~Exchange~~Company ~~Agreement~~was ~~and~~provided 180 calendar days, or until February 17, 2025 to regain compliance with the ~~transactions~~Minimum ~~contemplated~~Bid ~~thereby~~Price ~~have~~Requirement. ~~been~~Nasdaq ~~approved~~has bydetermined that the ~~board~~closing ofbid ~~directors~~price of the Company.’s ~~The~~ordinary ~~Exchange~~shares ~~Shares~~has ~~are~~been ~~expected~~at toUS$1.00 beper ~~delivered~~share toor ~~the~~greater ~~Holders~~for on10 orconsecutive ~~prior~~business days from December 24, 2024 to January 78, 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.

~~The~~On ~~foregoing~~January ~~description~~13, of2025, the ~~Exchange~~Company ~~Agreement~~issued ~~does~~a ~~not~~press ~~purport~~release toannouncing bethat ~~complete~~it ~~and~~has isregained ~~subject~~compliance towith ~~and~~the ~~qualified~~Minimum inBid ~~its~~Price ~~entirety~~Requirement. byA ~~reference~~copy toof the ~~full~~press ~~text~~release ~~of such document, which~~ is ~~attached~~furnished as Exhibit 99.1 to this Current Report on Form 6-K and ~~are~~is incorporated herein by reference ~~herein~~.

EXHIBIT INDEX

Exhibit No.		Description
99.1		~~Warrant~~Press ~~Exchange~~Release ~~Agreement~~ dated asJanuary of13, ~~December~~2025 ~~31,~~announcing ~~2024~~compliance with the Nasdaq Minimum Bid Price Requirement

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 31, 2024	By:	/s/ Ngai Ngai Lam
Date: January 13, 2025	By:	/s/ Ngai Ngai Lam
		Ngai Ngai Lam
		Chief Executive Officer and Chairperson of the Board of Directors

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