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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For ~~January~~the ~~16,~~month of March 2025

Commission File Number: 001-41873

FENBO HOLDINGS LIMITED

(Translation of registrant’s name into English)

Unit J, 19/F, World Tech Centre

95 How Ming Street

Kwun Tong

Kowloon, Hong Kong

(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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

~~Notice~~Dissolution of ~~Delisting~~Previous orIndependent ~~Failure~~Registered toPublic ~~Satisfy~~Accounting ~~a Continued Listing Rule or Standard~~Firm

~~Fenbo~~On ~~Holdings~~December ~~Limited (Nasdaq:~~31, ~~FEBO) received a letter on January 16~~2024, ~~2025~~Centurion ~~(the~~ZD ~~“Determination~~CPA ~~Letter”)~~& ~~from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)~~Co. ~~The Determination Letter notified the Company that it is not in compliance with Nasdaq Listing Rule 5620~~(~~a) and 5810(c)(2)(G), which requires that Nasdaq-listed companies hold an annual meeting of shareholders within twelve months of their fiscal year end (the~~ “~~Annual Meeting Requirement~~Centurion”), ~~because~~ the Company ~~did not hold an annual meeting of shareholders within twelve months of its fiscal year end December 31, 2023. The notification received has no immediate effect on the Company~~’s ~~Nasdaq~~ ~~listing.~~independent Inregistered ~~accordance~~public ~~with Nasdaq rules~~accounting firm, ~~the~~was ~~Company has 45 calendar days, or until March 3, 2025 to submit a plan to regain compliance with the Annual Meeting Requirement~~dissolved.

~~The~~During ~~Determination~~our ~~Letter~~most ~~stated:~~recent fiscal year ended December 31, 2024, we had had no disagreements with Centurion on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Centurion, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such period.

~~“Based~~Appointment ~~on our records, your Company has not yet held an annual meeting~~ of ~~shareholders~~New ~~within~~Independent ~~twelve~~Registered ~~months~~Public ofAccounting the end of the Company’s fiscal year end and therefore no longer complies with our listing Rules (the “Rules”) for continued listing. Under our Rule, the Company now has 45 calendar days to submit a plan to regain compliance and if we accept your plan, we can grant an exception of up to 180 days from the fiscal year end, or until June 30, 2025, to regain compliance….”Firm

The Company ishas ~~preparing~~engaged ~~for~~SR anCPA ~~annual~~& ~~meeting~~Co. ~~for~~(“SR”) ~~its~~as ~~shareholders~~our ~~and~~new ~~expects~~independent toregistered ~~regain~~public ~~compliance~~accounting ~~with~~firm. During the ~~Annual~~two ~~Meeting Requirement~~most ~~thereafter.~~recent Asfiscal ityears ~~will~~and ~~take~~through ~~some~~the ~~time~~date toof ~~organize~~our ~~an annual meeting~~engagement, ~~the~~we ~~Company~~did ~~intends~~not toconsult ~~submit a plan to regain compliance~~ with ~~Annual Meeting~~SR ~~Requirement.~~regarding Ifeither ~~Nasdaq~~(1) ~~accepts~~ the ~~Company’s~~application ~~plan, Nasdaq can grant an exception~~ of upaccounting principles to ~~180~~a ~~calendar~~specified ~~days~~transaction, ~~from~~either ~~the~~completed ~~Company’s fiscal~~or ~~year end~~proposed, or ~~until~~the ~~June~~type ~~30,~~of ~~2025,~~audit toopinion ~~regain~~that ~~compliance.~~might ~~However, there can~~ be norendered ~~assurance~~on ~~that~~our ~~Nasdaq will accept the Company’s~~financial ~~plan~~statements, ~~to regain compliance~~ or ~~that~~(2) ~~should Nasdaq accept the Company’s plan, the Company will be able to regain compliance within~~ any ~~extension~~matter ~~period~~that ~~granted~~was byeither ~~Nasdaq. If Nasdaq does not accept~~ the ~~Company’s~~subject ~~plan,~~of ~~the~~a ~~Company~~disagreement ~~will~~or ~~have the opportunity to appeal that decision to~~ a ~~Hearing~~reportable ~~Panel~~event ~~under~~(as ~~Nasdaq~~defined ~~Listing~~in ~~Rule~~Item ~~5815~~304(a)(1)(v) of Regulation S-K). IfIn approving the ~~Company~~selection ~~fails~~of toSR ~~regain~~as ~~compliance~~the ~~with Nasdaq~~Company’s ~~Listing~~ ~~Rules~~new ~~(including,~~independent toregistered ~~the~~public ~~extent~~accounting ~~granted by Nasdaq~~firm, ~~any~~our ~~applicable extensions~~ Board of ~~time),~~Directors ~~the~~considered ~~securities~~all ofrelevant ~~the Company will be subject to delisting on The Nasdaq Stock Market~~factors.

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.

Dated: January 23, 2025	FENBO HOLDINGS LIMITED
Dated: March 24, 2025	FENBO HOLDINGS LIMITED
	/s/ Gareth Tang
	/s/ Hongwu HUANG
	Gareth Tang
	Hongwu Huang
	Vice-President
	Chief Executive Officer

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