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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
August
14, 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 August 14, 2026, Ambow Education Holding Ltd.
(the “Company”) issued a press release announcing its unaudited financial and operating results for the six-month and three-month
periods ended June 30, 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 August 14, 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. |
| |
|
|
| August 14, 2026 |
By: |
/s/
Jin Huang |
| |
|
Jin Huang |
| |
|
Chief Executive Officer |
Exhibit 99.1
Ambow
Education Holding Ltd. (NYSE American: AMBO) Announces First Half and Second Quarter of 2026 Financial Results
Key
Facts At-a-Glance
| ● | Who:
Ambow Education Holding Ltd. (NYSE American: AMBO) |
| ● | What:
Unaudited financial and operating results for the three-month and six-month periods ended
June 30, 2026 |
| ● | When:
Reported August 14, 2026; Quarterly Report on Form 10-Q filed with the SEC the same day |
| ● | First
Half Revenue: Net revenues increased 2.0% to $5.2 million from $5.1 million in the first
half of 2025 |
| ● | Second
Quarter Revenue: Net revenues decreased 14.3% to $2.4 million from $2.8 million in the
second quarter of 2025 |
| ● | Margin:
First half gross profit margin expanded to 55.8% from 54.9% |
| ● | Balance
Sheet: Cash resources of $7.2 million as of June 30, 2026, and positive working capital
of $5.5 million |
CUPERTINO,
Calif., August 14, 2026 (GLOBE NEWSWIRE) -- Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE
American: AMBO), an innovator in AI-powered phygital (physical + digital) intelligence solutions for education, enterprise collaboration,
and live events, today announced its unaudited financial and operating results for the six-month period and three-month period ended
June 30, 2026.
First
Half and Second Quarter 2026 and Recent Financial and Operating Highlights
| ● | Net
revenues for the first half of 2026 increased 2.0% year over year to $5.2 million, led by
growth in educational programs and services. |
| ● | Gross
profit margin for the first half of 2026 expanded to 55.8% from 54.9% in the first half of
2025. |
| ● | Research
and development expenses increased to $0.4 million for the first half of 2026 from $0.2 million
in the first half of 2025, reflecting continued investment in the HybriU platform. |
| ● | General
and administrative expenses decreased to $1.4 million for the first half of 2026 from $1.6
million in the first half of 2025, reflecting continued cost control measures. |
| ● | Ambow
received federal registration of the HybriU trademark on July 28, 2026. |
| ● | Subsequent
to quarter end, Ambow launched the HybriU AI Adaptive Course Generation Platform, the Company’s
third HybriU product launch of 2026. |
| ● | Subsequent
to quarter end, Ambow announced free access for 1,000 students to an AI + Design Hybrid Micro-Credential
Program at NewSchool of Architecture & Design, delivering on the Company’s White
House Pledge to America’s Youth commitment. |
“Our
first half results reflect steady progress in the educational programs and services business alongside continued investment in the HybriU
platform,” said Dr. Jin Huang, Chief Executive Officer and Chair of the Board of Ambow Education Holding Ltd. “We
expanded gross margin, maintained disciplined cost control, and continued to build the product foundation that we believe positions HybriU
for long-term growth in Knowledge Intelligence.”
Second
Quarter 2026 Financial Results
Net
revenues for the second quarter of 2026 decreased by 14.3% to $2.4 million from $2.8 million for the same period of 2025. The decrease
was primarily attributable to the decline in net revenues from HybriU licensing and sales, partially offset by growth in educational
programs and services.
Gross
profit for the second quarter of 2026 decreased by 20.0% to $1.2 million from $1.5 million for the same period of 2025. Gross profit
margin was 50.0% for the second quarter of 2026, compared with 53.6% for the second quarter of 2025.
Operating
expenses for the second quarter of 2026 increased by 27.3% to $1.4 million from $1.1 million for the same period of 2025. The increase
primarily reflected higher selling and marketing and research and development expenses, together with a $0.2 million impairment loss
on construction in progress, partially offset by lower general and administrative expenses.
Operating
loss for the second quarter of 2026 was $0.1 million, compared with operating income of $0.3 million for the same period of 2025.
Net
loss attributable to ordinary shareholders for the second quarter of 2026 was $0.1 million, or $0.05 per basic and diluted ADS, compared
with net income of $1.8 million, or $0.62 per basic and diluted ADS, for the same period of 2025. Net income for the second quarter of
2025 included a one-time gain on lease settlement of $1.5 million.
First
Half 2026 Financial Results
Net
revenues for the first half of 2026 increased by 2.0% to $5.2 million from $5.1 million for the same period of 2025. The increase
was primarily due to net revenues generated by educational programs and services.
Gross
profit for the first half of 2026 increased by 3.6% to $2.9 million from $2.8 million for the same period of 2025. Gross profit margin
was 55.8% for the first half of 2026, compared with 54.9% for the first half of 2025.
Operating
expenses for the first half of 2026 increased by 13.0% to $2.6 million from $2.3 million for the same period of 2025.
Operating
income for the first half of 2026 was $0.3 million, compared with $0.5 million for the same period of 2025.
Net
income attributable to ordinary shareholders for the first half of 2026 was $0.3 million, or $0.10 per basic and diluted ADS, compared
with $1.9 million, or $0.66 per basic and diluted ADS, for the same period of 2025. Net income for the first half of 2025 included a
one-time gain on lease settlement of $1.5 million.
Balance
Sheet and Liquidity
As
of June 30, 2026, Ambow maintained cash resources of $7.2 million, comprising cash and cash equivalents of $4.5 million and restricted
cash of $2.7 million. As of June 30, 2026, the Company’s consolidated current assets exceeded its consolidated current liabilities
by $5.5 million, and consolidated net assets were $8.6 million.
The
Company’s financial and operating results for the first half and second quarter of 2026 are also available in its Quarterly Report
on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.
About
Ambow Education Holding Ltd.
Ambow
Education Holding Ltd. (NYSE American: AMBO) is a technology company delivering AI-powered phygital intelligence solutions for education,
enterprise collaboration, and live events.
Founded
in 2000 and headquartered in Cupertino, California, Ambow has developed the HybriU product suite to connect physical spaces, digital
systems, people, workflows, and institutional knowledge through a non-invasive AI intelligence layer.
HybriU
enables organizations to transform real-world interactions, instructional content, expertise, decisions, and behavioral data into institutional
knowledge and intelligence assets that can be continuously captured, searched, governed, reused, and expanded in value over time.
For
more information, visit www.ambow.com and www.hybriu.com.
Follow
Ambow on X: @Ambow_Education
Follow
Ambow 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. Additional information regarding these and other risks is included
in the Company’s filings with the SEC. 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.
Investor
and Media Contact
Ambow
Education Holding Ltd.
Email:
ir@ambow.com
AMBOW
EDUCATION HOLDING LTD.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(All
amounts in thousands, except for share and per share data) (Unaudited)
| | |
Six
months ended
June 30, | | |
Three
months ended
June 30, | |
| | |
2025 | | |
2026 | | |
2025 | | |
2026 | |
| NET REVENUES | |
| | | |
| | | |
| | | |
| | |
| Educational
program and services | |
| 1,912 | | |
| 1,994 | | |
| 3,902 | | |
| 4,074 | |
| HybriU
licensing and sales | |
| 854 | | |
| 399 | | |
| 1,178 | | |
| 1,118 | |
| Total net revenues | |
| 2,766 | | |
| 2,393 | | |
| 5,080 | | |
| 5,192 | |
| COST OF REVENUES | |
| | | |
| | | |
| | | |
| | |
| Educational
program and services | |
| (1,071 | ) | |
| (1,163 | ) | |
| (2,049 | ) | |
| (2,276 | ) |
| HybriU
licensing and sales | |
| (220 | ) | |
| nil | | |
| (220 | ) | |
| nil | |
| Total cost of revenues | |
| (1,291 | ) | |
| (1,163 | ) | |
| (2,269 | ) | |
| (2,276 | ) |
| GROSS PROFIT | |
| 1,475 | | |
| 1,230 | | |
| 2,811 | | |
| 2,916 | |
| OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
| Selling
and marketing | |
| (273 | ) | |
| (331 | ) | |
| (499 | ) | |
| (619 | ) |
| General
and administrative | |
| (771 | ) | |
| (646 | ) | |
| (1,642 | ) | |
| (1,446 | ) |
| Research
and development | |
| (102 | ) | |
| (220 | ) | |
| (203 | ) | |
| (376 | ) |
| Impairment
loss | |
| nil | | |
| (161 | ) | |
| nil | | |
| (161 | ) |
| Total operating expenses | |
| (1,146 | ) | |
| (1,358 | ) | |
| (2,344 | ) | |
| (2,602 | ) |
| OPERATING INCOME (LOSS) | |
| 329 | | |
| (128 | ) | |
| 467 | | |
| 314 | |
| OTHER (EXPENSE) INCOME | |
| | | |
| | | |
| | | |
| | |
| Interest
(expenses) income, net | |
| (29 | ) | |
| (5 | ) | |
| (41 | ) | |
| 11 | |
| Other
income (expenses), net | |
| 30 | | |
| (9 | ) | |
| 13 | | |
| (33 | ) |
| Gain
on lease settlement | |
| 1,492 | | |
| nil | | |
| 1,492 | | |
| nil | |
| Total other income (expenses),
net | |
| 1,493 | | |
| (14 | ) | |
| 1,464 | | |
| (22 | ) |
| INCOME (LOSS) BEFORE INCOME
TAX | |
| 1,822 | | |
| (142 | ) | |
| 1,931 | | |
| 292 | |
| Income tax expenses | |
| (47 | ) | |
| (4 | ) | |
| (47 | ) | |
| (14 | ) |
| NET INCOME (LOSS) | |
| 1,775 | | |
| (146 | ) | |
| 1,884 | | |
| 278 | |
| NET
INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | |
| 1,775 | | |
| (146 | ) | |
| 1,884 | | |
| 278 | |
| Basic income (loss) per share | |
| 0.0311 | | |
| (0.0026 | ) | |
| 0.0330 | | |
| 0.0049 | |
| Diluted income (loss) per share | |
| 0.0311 | | |
| (0.0026 | ) | |
| 0.0330 | | |
| 0.0049 | |
| Basic income (loss) per ADS | |
| 0.6220 | | |
| (0.0520 | ) | |
| 0.6600 | | |
| 0.0980 | |
| Diluted income (loss) per ADS | |
| 0.6220 | | |
| (0.0520 | ) | |
| 0.6600 | | |
| 0.0980 | |
| Weighted average shares, basic | |
| 57,127,524 | | |
| 57,127,524 | | |
| 57,127,524 | | |
| 57,127,524 | |
| Weighted average shares,
diluted | |
| 57,127,524 | | |
| 57,127,524 | | |
| 57,127,524 | | |
| 57,127,524 | |
AMBOW
EDUCATION HOLDING LTD.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(All
amounts in thousands)
| | |
As of Dec. 31,
2025 | | |
As of June 30,
2026 | |
| | |
(Audited) | | |
(Unaudited) | |
| ASSETS | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
| 831 | | |
| 4,469 | |
| Restricted cash | |
| 7,260 | | |
| 2,700 | |
| Accounts receivable, net | |
| 2,288 | | |
| 1,297 | |
| Inventory | |
| 80 | | |
| 380 | |
| Prepaid and other current assets, net | |
| 410 | | |
| 518 | |
| Total current assets | |
| 10,869 | | |
| 9,364 | |
| Non-current assets: | |
| | | |
| | |
| Property and equipment, net | |
| 1,984 | | |
| 1,774 | |
| Intangible assets, net | |
| 1,662 | | |
| 2,379 | |
| Other non-current assets, net | |
| 969 | | |
| 879 | |
| Operating lease right-of-use asset | |
| 5,312 | | |
| 4,794 | |
| Total non-current assets | |
| 9,927 | | |
| 9,826 | |
| Total assets | |
| 20,796 | | |
| 19,190 | |
| LIABILITIES | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Short-term borrowings | |
| 500 | | |
| 500 | |
| Accounts payable | |
| 1,609 | | |
| 559 | |
| Accrued and other liabilities | |
| 1,542 | | |
| 1,281 | |
| Income taxes payable, current | |
| 1 | | |
| 1 | |
| Operating lease liability, current | |
| 1,285 | | |
| 1,495 | |
| Total current liabilities | |
| 4,937 | | |
| 3,836 | |
| Non-current liabilities: | |
| | | |
| | |
| Long-term borrowings | |
| 2,700 | | |
| 2,700 | |
| Other non-current liabilities | |
| 167 | | |
| nil | |
| Operating lease liability, non-current | |
| 4,742 | | |
| 4,063 | |
| Total non-current liabilities | |
| 7,609 | | |
| 6,763 | |
| Total liabilities | |
| 12,546 | | |
| 10,599 | |
| EQUITY | |
| | | |
| | |
| Class A Ordinary shares | |
| 146 | | |
| 146 | |
| Class C Ordinary shares | |
| 13 | | |
| 13 | |
| Additional paid-in capital | |
| 517,185 | | |
| 517,248 | |
| Accumulated deficit | |
| (508,966 | ) | |
| (508,688 | ) |
| Accumulated other comprehensive loss | |
| (128 | ) | |
| (128 | ) |
| Total equity | |
| 8,250 | | |
| 8,591 | |
| Total liabilities and equity | |
| 20,796 | | |
| 19,190 | |