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~~June 2025

Commission File Number: 001-42162

CROWN LNG HOLDINGS LIMITED

(Translation of registrant’s name into English)

37th Floor, 1 Canada Square, Canary Wharf, London,

Greater London E14 5AA, United Kingdom

(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 ☐

Nasdaq Notice

OnAs ~~May~~previously disclosed, on September 223, ~~2025~~2024, the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notified Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), ~~issued~~that athe ~~press~~bid ~~release~~price ~~announcing~~of ~~that~~its onlisted ~~May 19,~~securities ~~2025,~~had ~~the~~closed at ~~Company~~less ~~received~~than ~~written~~$1 ~~notice~~per ~~(the~~share ~~“Notice”)~~over ~~from~~ the ~~Listing~~previous ~~Qualifications~~30 ~~Department~~consecutive ofbusiness ~~The~~days, ~~Nasdaq~~and, ~~Stock~~as ~~Market~~a ~~LLC (“Nasdaq”)~~result, ~~indicating~~did ~~that~~not ~~the~~comply ~~Company no longer complies~~ with ~~Nasdaq~~ Listing Rule ~~5250~~5550(ca)(12) (the “Rule”). asThe aCompany ~~result~~was ofprovided ~~not~~180 ~~having~~calendar ~~timely~~days, ~~filed~~or ~~its~~until ~~Annual Report on Form 20-F for the period ended December~~March 303, ~~2024~~2025, ~~(the~~to regain ~~“20-F”),~~compliance with the URule.S. ~~Securities~~Subsequently, ~~and~~on ~~Exchange~~March 4, ~~Commission. Additionally~~2025, the ~~Notice~~Company ~~confirms~~was ~~that the~~provided ~~Rule~~an ~~grants~~additional ~~the Company~~ 180 day calendar ~~days~~period, or until ~~November~~September 111, 2025, to regain compliance.

~~The~~On ~~Notice serves only as a notification of deficiency~~May 30, ~~not of imminent delisting~~2025, ~~and has no current effect on~~ the ~~listing or trading of the~~ Company’s ~~securities.~~received ~~The~~written ~~Company~~notice ~~has 60 days following~~ (the ~~receipt~~“Notice”) offrom the ~~Notice~~Staff tothat ~~submit~~it adid ~~plan~~not tocomply with Nasdaq ~~showing~~Listing Rule ~~how~~5810(c)(3)(A)(iii) it(the ~~intends~~“Low toPriced ~~regain compliance~~Stocks ~~with the~~ Rule.”) ~~The~~because the Company’s ~~intends~~securities tohad ~~file~~a ~~the~~closing ~~20-F~~bid asprice ~~soon~~of as$0.10 ~~possible~~or ~~and~~less ~~regain~~for ~~compliance~~ten ~~with~~consecutive ~~the~~trading ~~Rule~~days.

AAs ~~copy~~a result of the ~~press~~non-compliance ~~release~~with isthe ~~attached~~Rule ~~hereto~~and asthe ~~Exhibit~~Low 99Priced Stocks Rule, Staff has determined to delist the Company’s securities from The Nasdaq Capital Market.2 Additionally, the Staff also determined that the Company’s previously disclosed failure to file its Form 20-F in accordance with Listing Rule 5250(c)(1) serves as a separate and isadditional ~~incorporated~~basis ~~herein~~for bydelisting ~~reference~~the Company. Therefore, unless the Company requests an appeal, trading of the Company’s common stock will be suspended at the opening of business on June 10, 2025.

The Company plans to appeal of the determinations contained in the Notice by June 6, 2025 (the “Appeal Deadline”). An appeal will stay the suspension of the Company’s securities until the hearing occurs. The Company plans to appeal the delisting determinations under the procedures set forth in the Nasdaq Listing Rule 5800 Series, no later than the Appeal Deadline. The Company may also pursue a reverse share split to regain compliance. The Company may not be successful in obtaining a favorable decision from the Nasdaq Hearings Panel in its appeal. Furthermore, no assurances can be provided that the Company will be able to regain or maintain compliance with the Nasdaq listing rules and continue the listing of its securities on Nasdaq.

Forward Looking Statements

This Form 6-K Report includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in any subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based.

Exhibits


Exhibits
Exhibit No.		Description

99.1		Nasdaq Notice, dated May 30, 2025

99.2		Press Release dated June 3, 2025

Exhibit No.		Description
99.1		Nasdaq Notice, dated May 19, 2025
99.2		Press Release, dated May 22, 2025

SIGNATURE

~~Pursuant~~Under 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 undersigned.

	CROWN LNG HOLDINGS LIMITED
Date: May 22, 2025	By:	/s/ Jørn Husemoen
Date: June 3, 2025	By:	/s/ Jørn Husemoen
	Name:	Jørn Husemoen
	Title:	Authorized Signatory

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