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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 11, 2026
Date of Report (Date of earliest event reported)
AMBOW EDUCATION HOLDING LTD.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-34824 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
10080 N. Wolfe RD, Suite SW3-200,
Cupertino, CA |
|
95014 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (619) 684-8954
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| American depositary shares (one American depositary share representing twenty Class A Ordinary Shares, par value $0.003 per share) ** |
|
AMBO |
|
NYSE American LLC |
| Class A Ordinary Shares, par value $0.003 per share* |
|
|
|
NYSE American LLC |
| * | Not for trading, but only in connection with the listing on the NYSE American |
| ** | Effective on February 20, 2024, the ratio of ADSs to our Class A Ordinary Shares was changed from
one ADS representing two Class A Ordinary Shares to one ADS representing twenty Class A Ordinary Shares. |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| |
Item 2.02 |
Results of Operations and Financial Condition. |
On May 11, 2026, Ambow Education Holding Ltd. (the
“Company”) issued a press release announcing its unaudited financial and operating results for the first quarter and three-month
period ended March 31, 2026. The full text of the press release is set forth in Exhibit 99.1 attached hereto.
As provided in General Instruction B.2 of SEC Form
8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date
hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
| |
Item 9.01 |
Financial Statements and Exhibits. |
Exhibits
| |
99.1 |
Press Release of Ambow Education Holding Ltd., dated May 11, 2026. |
| |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| |
AMBOW EDUCATION HOLDING LTD. |
| |
|
|
| May 11, 2026 |
By: |
/s/ Jin Huang |
| |
|
Jin Huang |
| |
|
Chief Executive Officer |
Exhibit 99.1

Ambow Education Announces First Quarter of 2026
Financial Results
CUPERTINO, Calif., May 11, 2026
(GLOBE NEWSWIRE) -- Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE American: AMBO) a
U.S.-based innovator of AI-powered phygital (physical + digital) solutions for education, corporate collaboration and live events,
today announced its unaudited financial and operating results for the three-month period ended March 31, 2026.
First Quarter of 2026 and Recent Financial and Operating Highlights
“This quarter demonstrates the operational leverage in our model.
Our top-line grew approximately 21% year over year, gross profit margin expanded to 60.2%, and operating income more than tripled on essentially
flat operating expenses. We are particularly encouraged by HybriU revenue more than doubling year over year, which we believe validates
demand for our AI-driven phygital platform. With $6.9 million in cash resources and growing momentum across both our education and HybriU
businesses, Ambow is well-positioned to continue investing in our product roadmap while maintaining financial discipline,” said
Dr. Jin Huang, Chief Executive Officer of Ambow Education.
First Quarter 2026 Financial Results
| | Net
revenues for the first quarter of 2026 increased by 21.0% to $2.8 million from $2.3 million for the same period of 2025. The increase
was primarily driven by HybriU revenue growth. |
| | Gross
profit for the first quarter of 2026 increased by 26.2% to $1.7 million from $1.3 million for the same period of 2025. Gross profit
margin was 60.2% for the first quarter of 2026, compared with 57.7% for the first quarter of 2025. |
| | Operating
expenses for the first quarter of 2026 remained essentially stable at $1.2 million compared with the same period of 2025. |
| | Operating
income for the first quarter of 2026 was $0.4 million, compared with $0.1 million for the same period of 2025. |
| | Net income attributable
to ordinary shareholders for the first quarter of 2026 was $0.4 million, or $0.15 per basic and diluted ADS, compared with $0.1
million, or $0.04 per basic and diluted ADS, for the same period of 2025. |
| | As
of March 31, 2026, Ambow maintained cash resources of $6.9 million, comprising cash and cash equivalents of $4.2 million and restricted
cash of $2.7 million. |
The Company’s financial and operating results for the first quarter
of 2026 will also be available on its Quarterly Report on Form 10-Q, to be filed with the U.S. Securities and Exchange Commission (the
“SEC”) at www.sec.gov.
About Ambow
Ambow Education Holding Ltd. is a U.S.-based, AI-driven technology
company offering phygital (physical + digital) solutions for education, corporate conferencing and live events. Through
its flagship platform, HybriU, Ambow is shaping the future of learning, collaboration and communication—delivering immersive, intelligent,
real-time experiences across industries. For more information, visit Ambow’s corporate website at https://www.ambow.com/.
Follow us on X: @Ambow_Education
Follow us on LinkedIn: Ambow-education-group
Safe Harbor Statement
This press release contains statements of a forward-looking nature.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,”
“anticipates,” “intends,” “estimates” and similar statements. These forward-looking statements involve
known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Ambow and
the industry. All information provided in this press release is as of the date hereof, and Ambow undertakes no obligation to update any
forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required
by law. Although Ambow believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you
that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated
results.
For more information, please contact:
Ambow Education Holding Ltd.
E-mail: ir@ambow.com
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for share
and per share data)
| | |
| |
As of
December 31, | | |
As of
March 31, | |
| | |
Note | |
2025 | | |
2026 | |
| | |
| |
(Audited) | | |
(Unaudited) | |
| ASSETS | |
| |
| | |
| |
| Current assets: | |
| |
| | |
| |
| Cash and cash equivalent | |
4 | |
$ | 831 | | |
$ | 4,202 | |
| Restricted cash | |
4 | |
| 7,260 | | |
| 2,700 | |
| Accounts receivable, net | |
5 | |
| 2,288 | | |
| 2,928 | |
| Inventory | |
| |
| 80 | | |
| 80 | |
| Prepaid and other current assets | |
6 | |
| 410 | | |
| 585 | |
| Total current assets | |
| |
| 10,869 | | |
| 10,495 | |
| Non-current assets: | |
| |
| | | |
| | |
| Property and equipment, net | |
7 | |
| 1,984 | | |
| 1,961 | |
| Intangible assets, net | |
| |
| 1,662 | | |
| 1,629 | |
| Other non-current assets, net | |
8 | |
| 969 | | |
| 924 | |
| Operating lease right-of-use asset | |
15 | |
| 5,312 | | |
| 5,055 | |
| Total non-current assets | |
| |
| 9,927 | | |
| 9,569 | |
| | |
| |
| | | |
| | |
| Total assets | |
| |
$ | 20,796 | | |
$ | 20,064 | |
| LIABILITIES | |
| |
| | | |
| | |
| Current liabilities: | |
| |
| | | |
| | |
| Short-term borrowings | |
9 | |
$ | 500 | | |
$ | 500 | |
| Accounts payable | |
| |
| 1,609 | | |
| 837 | |
| Accrued and other liabilities | |
10 | |
| 1,542 | | |
| 1,331 | |
| Income taxes payable | |
| |
| 1 | | |
| 1 | |
| Operating lease liability, current | |
15 | |
| 1,285 | | |
| 1,481 | |
| Total current liabilities | |
| |
| 4,937 | | |
| 4,150 | |
| Non-current liabilities: | |
| |
| | | |
| | |
| Long-term borrowings | |
9 | |
| 2,700 | | |
| 2,700 | |
| Other non-current liabilities | |
| |
| 167 | | |
| 44 | |
| Operating lease liability, non-current | |
15 | |
| 4,742 | | |
| 4,464 | |
| Total non-current liabilities | |
| |
| 7,609 | | |
| 7,208 | |
| | |
| |
| | | |
| | |
| Total liabilities | |
| |
$ | 12,546 | | |
$ | 11,358 | |
| | |
| |
| | | |
| | |
| Commitments and contingencies | |
17 | |
| — | | |
| — | |
| | |
| |
| | | |
| | |
| EQUITY | |
| |
| | | |
| | |
| Class A Ordinary shares | |
| |
| | | |
| | |
| ($0.003 par value; 66,666,667 and 66,666,667 shares authorized; 52,419,109 and 52,419,109 shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively) | |
| |
| 146 | | |
| 146 | |
| Class C Ordinary shares | |
| |
| | | |
| | |
| ($0.003 par value; 8,333,333 and 8,333,333 shares authorized; 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively) | |
| |
| 13 | | |
| 13 | |
| Additional paid-in capital | |
| |
| 517,185 | | |
| 517,217 | |
| Accumulated deficit | |
| |
| (508,966 | ) | |
| (508,542 | ) |
| Accumulated other comprehensive loss | |
| |
| (128 | ) | |
| (128 | ) |
| Total equity | |
| |
| 8,250 | | |
| 8,706 | |
| Total liabilities and equity | |
| |
$ | 20,796 | | |
$ | 20,064 | |
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(All amounts in thousands, except for share and
per share data)
(Unaudited)
| | |
| |
For the three months ended March 31, | |
| | |
Note | |
2025 | | |
2026 | |
| | |
| |
| | |
| |
| NET REVENUES | |
| |
| | |
| |
| - Educational program and services | |
| |
$ | 1,990 | | |
$ | 2,080 | |
| - HybriU licensing and sales | |
| |
| 324 | | |
| 719 | |
| Total net revenues | |
| |
| 2,314 | | |
| 2,799 | |
| COST OF REVENUES | |
| |
| | | |
| | |
| - Educational program and services | |
| |
| (978 | ) | |
| (1,113 | ) |
| - HybriU licensing and sales | |
| |
| — | | |
| — | |
| Total cost of revenues | |
| |
| (978 | ) | |
| (1,113 | ) |
| | |
| |
| | | |
| | |
| GROSS PROFIT | |
| |
| 1,336 | | |
| 1,686 | |
| OPERATING EXPENSES | |
| |
| | | |
| | |
| Selling and marketing | |
| |
| (226 | ) | |
| (288 | ) |
| General and administrative | |
| |
| (871 | ) | |
| (800 | ) |
| Research and development | |
| |
| (101 | ) | |
| (156 | ) |
| Total operating expenses | |
| |
| (1,198 | ) | |
| (1,244 | ) |
| | |
| |
| | | |
| | |
| OPERATING INCOME | |
| |
| 138 | | |
| 442 | |
| | |
| |
| | | |
| | |
| OTHER (EXPENSE) INCOME | |
| |
| | | |
| | |
| Interest (expenses) income, net | |
9 | |
| (12 | ) | |
| 16 | |
| Other expenses, net | |
| |
| (17 | ) | |
| (24 | ) |
| Total other expenses, net | |
| |
| (29 | ) | |
| (8 | ) |
| | |
| |
| | | |
| | |
| INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | |
| |
| 109 | | |
| 434 | |
| Income tax expenses | |
13 | |
| — | | |
| (10 | ) |
| | |
| |
| | | |
| | |
| NET INCOME | |
| |
$ | 109 | | |
$ | 424 | |
| | |
| |
| | | |
| | |
| NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | |
| |
$ | 109 | | |
$ | 424 | |
| | |
| |
| | | |
| | |
| OTHER COMPREHENSIVE INCOME, NET OF TAX | |
| |
| | | |
| | |
| Foreign translation adjustments | |
| |
| — | | |
| — | |
| Other comprehensive loss | |
| |
| — | | |
| — | |
| | |
| |
| | | |
| | |
| TOTAL COMPREHENSIVE INCOME | |
| |
| 109 | | |
| 424 | |
| | |
| |
| | | |
| | |
| Basic income from operations per share | |
14 | |
$ | 0.0019 | | |
$ | 0.0074 | |
| Diluted income from operations per share | |
14 | |
$ | 0.0019 | | |
$ | 0.0074 | |
| Basic income from operations per ADS | |
14 | |
$ | 0.0380 | | |
$ | 0.1480 | |
| Diluted income from operations per ADS | |
14 | |
$ | 0.0380 | | |
$ | 0.1480 | |
| Weighted average shares used in calculating basic net income per share | |
| |
| 57,127,524 | | |
| 57,127,524 | |
| Weighted average shares used in calculating diluted net income per share | |
| |
| 57,127,524 | | |
| 57,127,524 | |
| Share-based compensation expense from operations included in: | |
| |
| | | |
| | |
| - Selling and marketing | |
12 | |
| — | | |
| 3 | |
| - General and administrative | |
12 | |
| — | | |
| 12 | |
| - Research and development | |
12 | |
| — | | |
| 17 | |