[6-K] Fenbo Holdings Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Fenbo Holdings Limited announced shareholder approval of an amended and restated memorandum and articles of association and a move to a dual‑class structure. Authorized capital remains 303,000,000 shares (par value US$0.0001), now comprising 285,000,000 Class A ordinary shares and 18,000,000 Class B ordinary shares.

The company re-designated existing and authorized shares as follows: 8,000,000 issued ordinary shares registered to Luxury Max Investments Limited became 8,000,000 Class B; 3,062,500 issued ordinary shares became 3,062,500 Class A; 281,937,500 authorized but unissued ordinary shares became Class A; 7,000,000 authorized but unissued ordinary shares became Class B; and 3,000,000 authorized but unissued preference shares became Class B.

The change from ordinary shares to Class A Ordinary Shares was reflected on the Nasdaq Capital Market at the open on October 17, 2025. The Class A Ordinary Shares continue to trade under the symbol FEBO.

Insights

Corporate governance analyst

Neutral: FEBO formalizes dual‑class structure and updates trading label.

Fenbo transitioned from a single‑class ordinary share to a dual‑class setup via an amended and restated charter. Authorized capital stays at 303,000,000 shares, reallocated to 285,000,000 Class A and 18,000,000 Class B. Issued shares were re-designated, including 8,000,000 converted to Class B and 3,062,500 to Class A.

This is primarily a structural and administrative change. The excerpt does not detail voting or economic differentials between classes, so the investment impact depends on the rights described in the ARM&A.

Operationally, the market reflection occurred on October 17, 2025, with Class A continuing under ticker FEBO. Any practical impact would hinge on class rights and future issuance from authorized but unissued shares, which are defined in the updated charter.

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 September 2025

Commission File Number: 001-41873

Fenbo Holdings Limited

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 Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

As previously disclosed in the Form 6-K filed with the Securities And Exchange Commission on September 30, 2025, Fenbo Holdings Limited (the “Company”) held its extraordinary general meeting (the “Meeting”) on September 29, 2025. At the Meeting, among other resolutions approved, the shareholders of the Company adopted the following resolutions:

	(i)	the adoption of the amended and restated memorandum and articles of association (the “ARM&A”), in its entirety and in substitution for and to the exclusion of the currently effective memorandum and articles of association;
	(ii)	the change of the authorized share capital of the Company with immediate effect from US$30,300 divided into 303,000,000 shares comprising 300,000,000 ordinary shares of par value of US$0.0001 each and 3,000,000 preference shares of par value of US$0.0001 each, to US$30,300 divided into 303,000,000 shares comprising 285,000,000 class A ordinary shares of par value of US$0.0001 each and 18,000,000 class B ordinary shares of par value of US$0.0001 each; and
	(iii)	re-designation and re-classification of the ordinary shares of the Company that:

	a.	the 8,000,000 issued ordinary shares of par value of US$0.0001 each in the capital of the Company registered in the name of Luxury Max Investments Limited be redesignated as 8,000,000 issued class B ordinary shares of US$0.0001 each (the “Class B Ordinary Shares”), having the rights and subject to the restrictions set out in the ARM&A;
	b.	the remaining 3,062,500 issued ordinary shares of par value of US$0.0001 each in the capital of the Company registered in the names of various shareholders be redesignated as 3,062,500 issued class A ordinary shares of US$0.0001 each (the “Class A Ordinary Shares”), having the rights and subject to the restrictions set out in the ARM&A;
	c.	the 281,937,500 authorized but unissued ordinary shares of par value of US$0.0001 each in the capital of the Company be redesignated as 281,937,500 authorized but unissued Class A Ordinary Shares, having the rights and subject to the restrictions set out in the ARM&A;
	d.	the 7,000,000 authorized but unissued ordinary shares of par value of US$0.0001 each in the capital of the Company be redesignated as 7,000,000 authorized but unissued Class B Ordinary Shares, having the rights and subject to the restrictions set out in the ARM&A; and
	e.	the 3,000,000 authorized but unissued preference shares of par value of US$0.0001 each in the capital of the Company be redesignated as 3,000,000 authorized but unissued Class B Ordinary Shares, having the rights and subject to the restrictions set out in the ARM&A..

A copy of the ARM&A is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The change from ordinary shares of par value of US$0.0001 each to Class A Ordinary Shares was reflected with the Nasdaq Capital Market and in the marketplace at the open of business on October 17, 2025, whereupon the Class A Ordinary Shares began trading. The Company’s Class A Ordinary Shares will continue to trade on the Nasdaq Capital Market under the symbol “FEBO” and under the CUSIP Number of G3413G102.

Exhibits

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association of Fenbo Holdings Limited

2

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.

	Fenbo Holdings Limited
Date: October 14, 2025	By:	/s/ Huang Hongwu
	Name:	Huang Hongwu
	Title:	Chief Executive Officer and Executive Director

3

FAQ

What did FEBO shareholders approve at the extraordinary general meeting?

They approved an amended and restated memorandum and articles of association and adopted a dual‑class share structure.

How did Fenbo (FEBO) change its authorized share capital?

Authorized capital remains 303,000,000 shares (par US$0.0001), now split into 285,000,000 Class A and 18,000,000 Class B ordinary shares.

How many issued shares became Class B for FEBO?

8,000,000 issued ordinary shares registered to Luxury Max Investments Limited were redesignated as 8,000,000 Class B ordinary shares.

How many issued shares became Class A for FEBO?

3,062,500 issued ordinary shares were redesignated as 3,062,500 Class A ordinary shares.

When did FEBO’s Class A Ordinary Shares begin trading on Nasdaq?

The change was reflected at the open of business on October 17, 2025.

What is FEBO’s Nasdaq trading symbol after the change?

The Class A Ordinary Shares continue to trade under the symbol FEBO.

What happened to the previously authorized preference shares?

3,000,000 authorized but unissued preference shares were redesignated as 3,000,000 Class B ordinary shares.