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 May 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 ☐

~~EXPLANATORY NOTE~~CONTENT

AsOn ~~previously~~May ~~disclosed~~30, in2025, ~~a Report on Form 6-K filed by~~ China Liberal Education Holdings Limited (the “Company”) ~~with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2025 (the “Prior 6-K”), the Company~~ received anotice ~~staff~~that ~~determination~~its ~~notice~~securities ~~(the~~would ~~“Staff~~be ~~Determination~~suspended ~~Notice”)~~ from ~~the~~trading ~~Listings~~on ~~Qualifications Department (the “Staff”) of~~ The Nasdaq Stock Market LLC (“Nasdaq”), ~~which~~on ~~indicates~~June ~~that~~3, 2025, since the Company’s ~~substantial~~did ~~issuance~~not ofsubmit ~~its~~a ~~ordinary~~request ~~shares~~for ~~(“Ordinary~~an ~~Shares”)~~extended instay ~~December~~or ~~2024~~otherwise ~~has~~address ~~raised~~the ~~public~~delinquency ~~interest~~in ~~concerns~~filing ~~because~~its ~~the~~annual ~~issuance~~report ~~resulted~~on inForm ~~substantial~~20-F ~~dilution~~ for ~~its shareholders and~~ the ~~Staff~~fiscal ~~has~~year ~~determined~~of to2024 ~~delist~~in ~~the~~its ~~Company’s~~written ~~securities~~submissions ~~pursuant~~ to ~~its~~the ~~discretionary~~Nasdaq ~~authority~~Hearings ~~under~~Panel ~~Listing~~(the ~~Rule 5101~~“Panel”).

~~Hearing~~As ~~Before~~previously disclosed in its Current Reports on Form 6-K filed with the U.S. Securities and Exchange Commission (the “SEC”) for May 2025, the Company is currently pending a decision from the Panel regarding an appeal on the determination by Nasdaq’s ~~Hearings~~Listings Qualifications Department (the “Staff’) to delist the Company’s securities from Nasdaq, based on public interest concerns associated with the Company’s substantial issuance of its ordinary shares in December 2024. The Company has made written submissions to the Panel ~~Scheduled~~and has requested a decision from the Panel based solely on written records. With regards to the additional delisting determination by the Staff based on the Form 20-F filing delinquency, the Company has not requested a stay of the suspension with the Panel or otherwise address this delinquency in its written submissions.

~~The~~On ~~Company~~June ~~timely~~1, ~~appealed~~2025, the ~~Staff~~Company ~~Determination~~issued ~~Notice,~~a ~~which~~press ~~has~~release ~~automatically~~with ~~stayed~~respect ~~the~~to the suspension ~~and/or~~titled ~~delisting~~China ofLiberal ~~the~~Education ~~Company’s~~Holdings ~~securities pending~~Limited aAnnounces ~~decision~~Suspension ~~from~~of ~~the~~ Nasdaq ~~Hearings~~Trading. ~~Panel~~A ~~(“Panel”).~~copy ~~The~~of ~~requested~~the ~~hearing~~press release is ~~scheduled~~filed as Exhibit 99.1 to bethis ~~held~~Current Report on ~~June~~Form ~~10,~~6-K ~~2025.~~and is incorporated herein by reference.

Additional Staff Determination Letter

On May 21, 2025, the Company received an additional staff determination notice (the “Additional Staff Determination Notice”) from the Staff notifying the Company that it is delinquent in filing its Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “Form 20-F”) and that this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market. The failure to timely file the Form 20-F is a violation of Nasdaq Listing Rule 5250(c)(1).

In accordance with the timeline established previously by Panel and since the Company is already before the Panel, it will have seven days, or until May 28, 2025, to request a stay of the suspension, pending a Panel decision. The Panel will review the request for an extended stay and notify the Company of its conclusion as soon as practicable, but in any event no later than 15 calendar days following the deadline to request a further stay. In the meantime, the Company is actively engaged with the necessary parties to finalize and file its delayed Form 20-F, which has been substantially drafted before the original filing deadline. While the timeline for completion remains uncertain, the Company is making every effort to advance the process as efficiently as possible.

On May 22, 2025, the Company issued a press release with respect to the receipt of Additional Staff Determination Notice titled China Liberal Education Holdings Limited Receives Additional Nasdaq Staff Determination Letter of Delinquency. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release

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: May 22, 2025	By:	/s/ Ngai Ngai Lam
Date: June 2, 2025	By:	/s/ Ngai Ngai Lam
		Ngai Ngai Lam
		Co-Chief Executive Officer and Chairperson of the Board of Directors

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