UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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

~~PURSUANT~~For TOthe ~~RULE~~month ~~13a-16~~of ORSeptember ~~15d-16 OF THE~~2025

SECURITIES EXCHANGE ACT OF 1934

For September 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~~Principal ~~executive~~Executive ~~offices~~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~~Form by20-F ~~check~~☒ ~~mark if the registrant is submitting the~~ Form 640-KF ~~in paper as permitted by Regulation S-T Rule 101(b)(1):~~ ☐

~~Indicate~~Fenbo byHoldings ~~check~~Limited ~~mark~~(the if“Company”) received a notice dated September 12, 2025, from the ~~registrant~~Listings isQualifications ~~submitting~~Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the ~~Form~~Company ~~6-K~~that inthe ~~paper~~minimum asbid ~~permitted~~price byper share ~~Regulation~~of ~~S-T~~its ordinary shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule ~~101~~5550(ba)(72): ☐(the “Minimum Bid Price Rule”). The Nasdaq notification letter does not result in the immediate delisting of the Company’s ordinary shares, and the ordinary shares will continue to trade uninterrupted under the symbol “FEBO.”

OnPursuant ~~September~~to Nasdaq Listing Rule 5810(c)(3)(A), ~~2025,~~the aCompany ~~meeting~~has ofa ~~the~~compliance ~~Board~~period of ~~Directors~~one ~~(the~~hundred ~~“Board”~~eighty (180) ofcalendar ~~Fenbo Holdings Limited~~days, aor ~~company~~until ~~incorporated~~March ~~under~~11, ~~the~~2026 ~~laws of the Cayman Islands~~ (the “~~Company~~Compliance Period”), ~~was~~to ~~held~~regain atcompliance ~~the~~with ~~Company~~Nasdaq’s ~~principal~~minimum ~~executive~~bid ~~office~~price ~~(the “Board Meeting”)~~requirement. InIf ~~connection~~at ~~with~~any ~~the~~time ~~Board Meeting,~~ during the ~~Board~~Compliance ~~approved~~Period, ~~among other things,~~ the ~~allotment~~closing ~~and~~bid ~~issuance~~price ofper upshare ~~to 20,000,000 units, with each unit consisting~~ of ~~(i)~~the ~~one~~Company’s ordinary shares ofis ~~the~~at ~~Company~~least ~~of par value of US~~$01.~~0001~~00 ~~each~~for ~~(each~~ a ~~“Purchased~~minimum ~~Share”)~~of ten or(10) atconsecutive ~~the~~business ~~election~~days, ofNasdaq ~~the~~will ~~allottee,~~provide ~~one~~the ~~pre-funded~~Company ~~warrant~~a inwritten ~~lieu~~confirmation of ~~one~~compliance ~~Purchased Share,~~ and ~~(ii)~~the ~~two~~matter ~~warrants~~will ~~each~~be ~~entitling its holder to purchase one ordinary share of the Company~~closed.

In the event the Company does not regain compliance by March 11, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.

On September 16, 2025, the Company issued a press release announcing the receipt of the Nasdaq notification letter. A copy of the press release dated September 16, 2025 is included as Exhibit 99.1 to this report.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated September 16, 2025

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: September 9, 2025	FENBO HOLDINGS LIMITED
	Fenbo Holdings Limited
	/s/ Huang Hongwu
Date: September 19, 2025	By:	/s/ Huang Hongwu
	Huang Hongwu, Chief Executive Officer (Principal Executive Officer) and Executive Director
	Name:	Huang Hongwu
	Title:	Chief Executive Officer and Executive Director

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