Ambow Education (AMBO) director lists multi-class share and option stakes

Rhea-AI Filing Summary

Ambow Education Holding Ltd. director and officer Dr. Huang Jin filed an initial statement of beneficial ownership, detailing existing equity interests rather than new trades. The filing shows stock options to purchase 400,000 Class A Ordinary Shares at an exercise price of $0.13 per share, expiring on March 27, 2035, with a four-year vesting schedule.

Dr. Huang reports direct ownership of 64,098 Class A Ordinary Shares and additional indirect holdings through entities. New Flourish Holdings Limited holds 287,214 Class A and 4,288,415 Class C Ordinary Shares, while Spin-Rich Ltd holds 420,000 Class C Ordinary Shares. The footnotes state that these entity-held shares are controlled by Dr. Huang but are largely held for the benefit of others, with beneficial ownership disclaimed except for any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Huang Jin

(Last) (First) (Middle)

C/O AMBOW EDUCATION HOLDING LTD.

10080 N. WOLFE RD, SUITE SW3-200

(Street)

CUPERTINO CALIFORNIA 95014

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Ambow Education Holding Ltd. [ AMBO ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	64,098	D
Class A Ordinary Shares	287,214	I	By New Flourish Holdings Limited(1)
Class C Ordinary Shares	4,288,415	I	By New Flourish Holdings Limited(2)
Class C Ordinary Shares	420,000	I	By Spin-Rich Ltd(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase Class A Ordinary Shares	03/27/2026	03/27/2035	Class A Ordinary Shares	400,000(4)	$0.13	D

Explanation of Responses:

1. Consists of shares owned by New Flourish Holdings Limited ("New Flourish"). Dr. Huang is the sole director of New Flourish and has voting and dispositive control and investment power over the Class A Ordinary Shares held by New Flourish, but disclaims beneficial ownership over such shares, which are held for the benefit of certain officers of the Company.

2. Consists of shares owned by New Flourish. Dr. Huang, as the sole director of New Flourish and has voting control and investment power over the Class C Ordinary Shares held by New Flourish. Dr. Huang disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest she may have therein, directly or indirectly.

3. Consists of shares owned by Spin-Rich Ltd. Dr. Huang has sole voting control and investment power over the Class C Ordinary Shares held by Spin-Rich Ltd. Dr. Huang disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest she may have therein, directly or indirectly.

4. The stock options have a four-year vesting period, with 25% vesting upon the first anniversary of the grant date and the remaining 75% vesting monthly in equal intallments over the subsequent three years.

Remarks:

Chief Executive Officer, Acting Chief Financial Officer and Chairwoman of the Board

	/s/ Jin Huang	03/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Ambow Education (AMBO) director Huang Jin report on this Form 3?

The Form 3 reports Dr. Huang Jin’s existing ownership in Ambow Education, including direct Class A shares, indirect Class A and Class C shares through related entities, and stock options. It establishes baseline insider holdings, not new purchases or sales.

How many Ambow Education (AMBO) options does Huang Jin hold and on what terms?

Dr. Huang holds options to purchase 400,000 Class A Ordinary Shares at an exercise price of $0.13 per share, expiring on March 27, 2035. These options vest over four years, with 25% after one year and the rest monthly over three years.

What direct Class A Ordinary Share holdings does Huang Jin report in AMBO?

Dr. Huang reports direct ownership of 64,098 Class A Ordinary Shares of Ambow Education. This figure reflects shares held in her own name, separate from additional indirect holdings that are owned through New Flourish Holdings Limited and other related entities.

What indirect Ambow Education (AMBO) holdings are reported through New Flourish and Spin-Rich?

New Flourish Holdings Limited holds 287,214 Class A and 4,288,415 Class C Ordinary Shares, while Spin-Rich Ltd holds 420,000 Class C Ordinary Shares. Dr. Huang controls these entities but disclaims beneficial ownership beyond any pecuniary interest she may have.

Does this Ambow Education (AMBO) Form 3 indicate insider buying or selling?

The Form 3 does not show insider buying or selling activity. It is an initial statement that lists existing holdings in Ambow Education’s shares and options, establishing Dr. Huang’s ownership position and related entity stakes at the reporting date.