China Liberal Education Holdings Limited 6-K Report: Major Warrant Exchange Agreement

Here are the key insights extracted from the financial report section you provided:

1. Company Information:

• Name: China Liberal Education Holdings Limited
• Address: 7th Floor, Building 5, No. 2 Zhenxing Road, Changping District, Beijing, People's Republic of China 102299.

2. Filing Details:

• Type: Form 6-K
• Date of Report: December 31, 2024
• Commission File Number: 001-39259

3. Material Contract:

• The company entered into a Warrant Exchange Agreement on December 31, 2024, with certain holders of 320,000,000 warrants.
• Each warrant is exercisable to purchase three-fourths (3/4) of an ordinary share with a par value of $0.225.
• After adjustments for a reverse stock split on December 24, 2024, and a reset adjustment on December 30, 2024, the warrants collectively allow the purchase of 240,000,000 ordinary shares at a price of $0.60 per share.

4. Exchange Agreement Terms:

• The holders agreed to surrender the 320,000,000 warrants for cancellation.
• In exchange, the company will issue 240,000,000 ordinary shares to the holders (referred to as Exchange Shares).
• The Exchange Shares are issued pursuant to a prospectus supplement filed with the SEC on December 23, 2024.

5. Approval and Timeline:

• The Exchange Agreement has been approved by the company's board of directors.
• The Exchange Shares are expected to be delivered to the holders on or before January 7, 2025.

6. Exhibit:

• The full text of the Exchange Agreement can be found as Exhibit 99.1 attached to the report.

7. Executive Signature:

• The report was signed by Ngai Ngai Lam, Chief Executive Officer and Chairperson of the Board, on December 31, 2024.

This information is critical for understanding the company's recent actions regarding its outstanding warrants and the implications for its share structure.