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Form 8-K

sec.gov

8-K — Ambow Education Holding Ltd.

Accession: 0001213900-26-090064

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001494558

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301946-8k_ambow.htm (Primary)

EX-99.1 — PRESS RELEASE OF AMBOW EDUCATION HOLDING LTD., DATED AUGUST 14, 2026 (ea030194601ex99-1.htm)

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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)

1

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

2

EX-99.1 — PRESS RELEASE OF AMBOW EDUCATION HOLDING LTD., DATED AUGUST 14, 2026

EX-99.1

Filename: ea030194601ex99-1.htm · Sequence: 2

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.

2

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

3

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

4

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

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14a

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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