UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 12b-25 | SEC FILE NUMBER | |
| 001-41873 | ||
| NOTIFICATION OF LATE FILING |
| (Check one): |
☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
|
For Period Ended: December 31, 2024
☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q
For the Transition Period Ended: ____________________ |
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| Fenbo Holdings Limited |
| Full Name of Registrant |
| Former Name if Applicable |
| Unit J, 19/F, World Tech Centre, 95 How Ming Street, Kwun Tong |
| Address of Principal Executive Office (Street and Number) |
| Kowloon, Hong Kong |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
The Registrant has experienced a delay in preparing the Form 20-F and the financial statements required in the Form 20-F for the year ended December 31, 2024 and is unable to timely file the Form 20-F without undue hardship and expense. The Registrant and its independent registered public accounting firm need additional time to complete the Form 20-F and the audited financial statements for the year ended December 31, 2024. The Registrant anticipates that it will file the Form 20-F no later than the fifteenth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | ||||
| Li Siu Lun Allan | +852 | 2343 3328 | |||
| (Name) | (Area Code) | (Telephone Number) | |||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
| Yes ☒ NO ☐ | |||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
| Yes ☒ NO ☐ | |||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | |||||
The Registrant expects a comprehensive loss of approximately $2,105,000 during the fiscal year ended December 31, 2024, as compared to a comprehensive loss of approximately $292,000 during the fiscal year ended December 31, 2023, an increase in comprehensive loss of approximately $1,813,000. The Registrant expects that its net loss will be approximately $1,995,000 for the fiscal year ended December 31, 2024, as compared to a net loss of approximately $188,000 for the fiscal year ended December 31, 2023, an increase of approximately $1,807,000.
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Fenbo Holdings Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 30, 2025 | By: | /s/ HUANG Hongwu | |
| HUANG Hongwu, Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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