Ambow Education Holding Ltd 10-Q for FY2026 Q3
Ambow Education Holding Ltd. (AMBO)
About this 10-Q
Ambow Education Holding Ltd filed this 10-Q on November 10, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.66M
- up 18.5% from $1.4M a year earlier
- Net loss
- $773K
- compared with a net loss of $613K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| * | 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 10, 2026, there were a total of
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Interim Financial Statements
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 September 30, |
|||||||||
| Note | 2025 | 2026 | ||||||||
| (Audited) | (Unaudited) | |||||||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalent | 4 | $ | $ | |||||||
| Restricted cash | 4 | |||||||||
| Short-term investments | 5 | |||||||||
| Accounts receivable, net | 6 | |||||||||
| Inventory | ||||||||||
| Prepaid and other current assets, net | 7 | |||||||||
| Total current assets | ||||||||||
| Non-current assets: | ||||||||||
| Property and equipment, net | 8 | |||||||||
| Intangible assets, net | 9 | |||||||||
| Other non-current assets, net | 10 | |||||||||
| Operating lease right-of-use asset | 17 | |||||||||
| Total non-current assets | ||||||||||
| Total assets | $ | $ | ||||||||
| LIABILITIES | ||||||||||
| Current liabilities: | ||||||||||
| Short-term borrowings | 11 | $ | $ | |||||||
| Accounts payable | ||||||||||
| Accrued and other liabilities | 12 | |||||||||
| Income taxes payable, current | ||||||||||
| Operating lease liability, current | 17 | |||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities: | ||||||||||
| Long-term borrowings | 11 | |||||||||
| Other non-current liabilities | ||||||||||
| Operating lease liability, non-current | 17 | |||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | $ | $ | ||||||||
| Commitments and contingencies | 19 | |||||||||
| EQUITY | ||||||||||
| Class A Ordinary shares | ||||||||||
| ($ | | |||||||||
| Class C Ordinary shares | ||||||||||
| ($ | ||||||||||
| Additional paid-in capital | | |||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||
| Total equity | ||||||||||
| Total liabilities and equity | $ | $ | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(All amounts in thousands, except for share and per share data)
(Unaudited)
| For the nine months ended September 30, |
For the three months ended September 30, |
|||||||||||||||||||
| Note | 2025 | 2026 | 2025 | 2026 | ||||||||||||||||
| NET REVENUES | ||||||||||||||||||||
| - Educational program and services | $ | $ | $ | $ | ||||||||||||||||
| - HybriU licensing and sales | ||||||||||||||||||||
| Total net revenues | ||||||||||||||||||||
| COST OF REVENUES | ||||||||||||||||||||
| - Educational program and services | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| - HybriU licensing and sales | ( | ) | ||||||||||||||||||
| Total cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| GROSS PROFIT | ||||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||
| Selling and marketing | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Research and development | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Impairment loss | ( | ) | ||||||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| OTHER (EXPENSE) INCOME | ||||||||||||||||||||
| Interest income (expenses), net | 11 | ( | ) | |||||||||||||||||
| Other (expenses) income, net | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Gain on lease settlement | ||||||||||||||||||||
| Total other income (expenses), net | ( | ) | ||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income tax expenses | 15 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| OTHER COMPREHENSIVE INCOME, NET OF TAX | ||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Basic income (loss) per share | 16 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Diluted income (loss) per share | 16 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Basic income (loss) per ADS | 16 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Diluted income (loss) per ADS | 16 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Weighted average shares used in calculating basic net income (loss) per share | ||||||||||||||||||||
| Weighted average shares used in calculating diluted net income (loss) per share | ||||||||||||||||||||
| Share-based compensation expense included in: | ||||||||||||||||||||
| - Selling and marketing | 14 | |||||||||||||||||||
| - General and administrative | 14 | |||||||||||||||||||
| - Research and development | 14 | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(All amounts in thousands, except for share and per share data)
(Unaudited)
| Attributable to Ambow Education Holding Ltd.’s Equity | ||||||||||||||||||||||||||||||||||||||||
| Class A Ordinary shares |
Class C Ordinary shares |
Additional paid-in |
Statutory | Accumulated | Accumulated other comprehensive |
Total | ||||||||||||||||||||||||||||||||||
| Note | Shares | Amount | Shares | Amount | capital | reserves | deficit | loss | Equity | |||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Net Income | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Net Income | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Net Loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Attributable to Ambow Education Holding Ltd.’s Equity | ||||||||||||||||||||||||||||||||||||||||
| Class A Ordinary shares | Class C Ordinary shares | Additional paid-in |
Statutory | Accumulated | Accumulated other comprehensive |
Total | ||||||||||||||||||||||||||||||||||
| Note | Shares | Amount | Shares | Amount | capital | reserves | deficit | loss | Equity | |||||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | 14 | — | — | |||||||||||||||||||||||||||||||||||||
| Net Income | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | 14 | — | — | |||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | 14 | — | — | |||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands, except for share and per share data)
(Unaudited)
| For the nine months ended September 30, |
||||||||
| 2025 | 2026 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Net cash provided by financing activities | ||||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | ||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of periods | ||||||||
| Cash, cash equivalents and restricted cash at end of periods | ||||||||
| Supplemental disclosure of cash flow information | ||||||||
| Income tax paid | ||||||||
| Interest paid | ||||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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AMBOW EDUCATION HOLDING LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Unaudited)
1. ORGANIZATION AND NATURE OF BUSINESS
The accompanying condensed consolidated financial statements include the financial statements of Ambow Education Holding Ltd. a Cayman Islands company (hereinafter referred to as the “Company”) and its subsidiaries. The Company was incorporated in the Cayman Islands on June 26, 2007.
The Company is a U.S.-based, AI-driven technology educational company. Its mission is to eliminate barriers between online and offline environments, languages and regions, and academia and industry. The Company is developing a new HybriU AI Digital Education Solution that transforms the educational environment, bridging the gap between traditional methods and the future of digital learning. This solution combines sophisticated software and hardware to create an AI-powered digital and hybrid classroom, designed to enhance educational delivery and engagement. HybriU is the Company’s patented, dynamic, open-platform technology that facilitates hybrid learning. In addition, the Company offers high-quality, individualized, and dynamic career education services and products through the operation of its for-profit colleges.
2. LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2026, the Company’s consolidated current assets exceeded its consolidated current liabilities by $
The Company’s principal sources of liquidity were cash and cash equivalents, short-term investments and bank borrowings. The Company reported net cash used in operating activities of $
The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to achieve a net income position in the foreseeable future. If management is not able to increase revenues and/or manage costs and operating expenses in line with revenue forecasts, the Company may not be able to achieve profitability.
The Company believes that available cash and cash equivalents and short-term investments should enable the Company to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued, and the Company has prepared the condensed consolidated financial statements on a going concern basis. However, the Company continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, obtaining credit facilities, streamlining business units, controlling rental, overhead and other operating expenses and seeking to further dispose of non-cash generating units. Management cannot provide any assurance that the Company will raise additional capital if needed.
3. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto, included in the Company’s 2025 Annual Report filed with the SEC on February 13, 2026. The interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year or any future periods.
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b. Short-term investments
Short-term investments consist of held-to-maturity investments.
The Company’s held-to-maturity investments consist of financial products purchased from banks. The Company’s short-term held-to-maturity investments are classified as short-term investments on the consolidated balance sheets based on their contractual maturity dates which are less than one year and are stated at their amortized costs.
The Company reviews its investments for other-than-temporary impairment (“OTTI”) based on the specific identification method. The Company considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds the investment’s fair value, the Company considers, among other factors, general market conditions, expected future performance of the investees, the duration and the extent to which the fair value of the investment is less than the cost, and the Group’s intent and ability to hold the investment. OTTI is recognized as a loss in the income statement.
c. Property and equipment
Property and equipment are stated at cost less accumulated depreciation and impairment if any. Depreciation is calculated on a straight-line basis over the following estimated useful lives:
| Motor vehicles | ||
| Office and computer equipment | ||
| Leasehold improvements |
Construction in progress includes direct costs related to the construction of various equipment and software, and is stated at original cost. These costs include materials, labor, and any directly attributable overhead. Once a construction project is completed and the asset is placed into service, the capitalized costs are transferred to the appropriate property, plant, and equipment categories and depreciated over the estimated useful life of the underlying assets using the Company’s standard depreciation methods.
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, we measure impairment by comparing the carrying value of the property and equipment to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we will recognize an impairment loss based on the fair value of the assets, using the expected future discounted cash flows.
d. Intangible assets
Intangible assets represent software, trade name and accreditation. The software was initially recorded at historic acquisition costs or cost directly incurred to develop the software during the application development stage that can provide future benefits, and amortized on a straight-line basis over estimated useful lives.
The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.
| Software | |||
| Trade names | |||
| Accreditation |
The Company has determined that trade names and accreditation have the continued ability to generate cash flows indefinitely. There are no legal, regulatory, contractual, economic or other factors limiting the useful life of the respective trade names and accreditation. Consequently, the carrying amounts of trade names and accreditation are not amortized but are tested for impairment annually.
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e. Impairment of long-lived assets
Indefinite intangible assets are reviewed for impairment annually, and definite intangible assets and other long-lived assets when events or circumstances arise that indicate the existence of impairment for patents and other intangibles. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. For infinite intangible asset, trade names, when impairment indicators are present, the fair value of trade names is estimated using the Relief from Royalty (RFR) method, an income approach based on notional royalty savings.
f. Revenue recognition
The Company generates revenue through the delivery of educational programs and licensing and sales of HybriU solutions.
The core principle of ASC 606 is that an entity recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
To achieve that principle, the Company applies the following steps:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract;
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company has
For educational programs and services, usually there are no written formal contracts between the Company and the students according to business practice. Records with students’ name, grade, tuition and fee collected are signed or confirmed by students. Academic requirements and each party’s rights are communicated with students through enrollment brochures or daily teaching and academic activities.
For educational programs and services, the Company’s performance obligation is to provide acknowledged academic education within academic years, and post-secondary with Associates and Bachelor’s programs within agreed-upon periods. The transaction price is the predetermined fixed tuition fee received and circumstances like other variable consideration, significant financing component, noncash consideration, consideration payable to a customer did not exist. As there is only one performance obligation, all the transaction price is allocated to the one performance obligation. The Company satisfies performance obligation to students over time, and recognizes revenue according to school days consumed in each month of a semester.
We also generate revenue primarily through the licensing and sales of HybriU solutions.
Licensing - There is only one performance obligation for Licensing which is to deliver our HybriU solution to customers as a combination of software, user manuals, technical documentation and other related materials, from which customers can benefit alongside ready-made resources. Revenue for Licensing is recognized at the point in time upon delivery of the HybriU solution because the solution is considered functional intellectual property due to its significant standalone functionality, and the Company does not expect to substantively change that functionality in any way that would significantly affect the utility of the solution after delivery. The Company also promises to provide unspecified updates, bug fixes and error collection for the solution (referred to as “technical support”) free of charge if any issues occur during the operation and if support is requested by customers during the licensing term. This technical support is considered an immaterial promise and not identified as a single performance obligation because it is minimally and infrequently provided to customers based on historical experience. There is no variable consideration and significant financing component.
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In relation to the sale of HybriU solutions, the following two performance obligations have been identified: (i) the delivery of the HybriU solution, comprising the relevant hardware, the complete software package, and all documentation and resources necessary for the customer’s immediate deployment; and (ii) the provision of maintenance services for a one-year period post-delivery. The standalone selling price for the one-year maintenance service is contractually specified within the range of $
| For the nine months ended September 30, | ||||||||
| 2025 | 2026 | |||||||
| NET REVENUES | ||||||||
| Over time | $ | $ | ||||||
| Point in time | ||||||||
| Total | $ | $ | ||||||
The following table presents revenues by geographic area based on the sales location of our service and products:
| For the nine months ended September 30, | ||||||||
| 2025 | 2026 | |||||||
| NET REVENUES | ||||||||
| United States | $ | $ | ||||||
| International | ||||||||
| Total | $ | $ | ||||||
Contract Balances
The transferred control of promised service to customers results in the Company’s unconditional rights and conditional consideration receivable on passage of time. The Company has contract assets as of December 31, 2025 and September 30, 2026.
The contract liabilities consist of deferred revenue, which relates to unsatisfied performance obligations at the end of each reporting period and consists of tuition received in advance from students. As of December 31, 2025 and September 30, 2026, the Company’s deferred revenue amounted to $
8
g. Segment reporting
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker, the CEO, reviews segment results when making decisions about allocating resources and assessing performance of the Company.
In accordance with ASC 280-10, Segment Reporting: Overall, the Company’s chief operating decision maker (“CODM”) has been identified as the
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands public entities’ segment disclosures, requiring, among other things, disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss; the amount and description of the composition of other segment items; and interim disclosures of a reportable segment’s profit or loss and assets.
As a result of the assessment made by the CODM, the Company’s chief operating decision maker reviews financial information of operating segments based on U.S. GAAP amounts of gross profit when making decisions about allocating resources and assessing performance of the Company. For the nine months ended September 30, 2025 and 2026, the Company presents financial information disaggregated by business components for internal management purposes, including (i) Educational programs and services and (ii) HybriU licensing and sales. The Company considers the “management approach” concept as the basis for identifying reportable segments.
Reconciling items between segment gross profit and consolidated income (loss) before income taxes mainly consist of operating expenses, and other (expense)income, which are managed and evaluated by the CODM at the consolidated level rather than allocated to individual operating segments. The CODM does not review assets in evaluating segment results and therefore such information is not presented. The management approach considers the internal organization and reporting used by the Company for operating decisions as the source for determining the Company’s reportable segments.
h. Allowance for Credit Losses
In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses, the Company estimates and records an expected lifetime credit loss on accounts receivable, other receivables included in prepaid and other current assets by utilizing historical write-off rates as a starting point for determining expected credit losses and has considered all available relevant information, including details about past events, current conditions, and reasonable and supportable forecasts, as well as their impact on the expected credit losses.
i. Leases
The Company accounts for its lease under ASC 842 Leases, and identifies lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. For all operating leases except for short-term leases, the Company recognizes operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-term leases and are not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. The Company recognizes lease expense for short-term leases on a straight-line basis over the lease term. The operating lease liabilities are recognized based on the present value of the lease payments not yet paid, discounted using the Company’s incremental borrowing rate over a similar term of the lease payments at lease commencement. Some of the Company’s lease agreements contain renewal options; however, the Company does not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Company is reasonably certain of renewing the lease at inception or when a triggering event occurs. The right-of-use assets consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
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j. Net income (loss) per share
Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary share equivalents consist of the ordinary shares issuable upon the vest of restricted shares. Ordinary share equivalents are excluded from the computation of the diluted net income per share in years when their effect would be anti-dilutive. Ordinary share equivalents are also excluded from the calculation in loss periods, as their effects would be anti-dilutive.
k. Share-based compensation
The Company periodically grants restricted stock and stock options to its employees, directors and consultants. The Company measures the cost of employee services received at the grant date using the fair value of the equity instruments issued, net of an estimated forfeiture rate, and therefore only recognizes compensation costs for those awards expected to vest over the service period. The Company records stock-based compensation expense on a straight-line basis over the requisite service period, generally ranging from
The Company granted stock options in 2025 to its employees and directors, which vest using the graded vesting method. Under this method, the total grant is divided into tranches that vest at different dates over the service period. Stock-based compensation expense for these options is recognized for each tranche individually over its respective vesting period, reflecting the expected forfeitures.
Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates.
l. Income taxes
Income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards and tax credit carryforwards, by applying enacted statutory tax rates applicable to future years. A valuation allowance is recorded against deferred tax assets when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
ASC 740-10-50-19 requires that an entity disclose its policy on classification of interest and penalties due to taxing authorities in the notes to the financial statements. In addition, ASC 740-10-50-15(c) requires that all entities disclose in the statement of operations and in the statement of financial position the total amounts of the interest and penalties related to tax positions recognized. As of December 31, 2025 and September 30, 2026 the Company did not have any interest or penalty on tax deficiencies.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires specific disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company has adopted the ASU.
Deferred tax liabilities and assets are classified as noncurrent and presented with a netted off amount in the condensed consolidated balance sheets as of December 31, 2025 and September 30, 2026, respectively.
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m. Recently issued accounting standards
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disaggregation of income statement expenses and clarifies effective dates for public and nonpublic entities. The ASU is effective for fiscal years beginning after December 15, 2027. The Company is currently assessing the impact of this ASU on the Company’s accounting policies and the financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides updates related to CECL guidance for certain short-term receivables. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Group is currently assessing the impact of this ASU on the Company’s accounting policies and the financial statements.
In December 2025, FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements, which clarifies interim disclosure requirements. This ASU is effective for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of this ASU on the Company’s accounting policies and the financial statements.
4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows.
| As of | ||||||||
| December 31, 2025 | September 30, 2026 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash (Note i) | ||||||||
| Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ | $ | ||||||
(Note i)
5. SHORT-TERM INVESTMENTS
Short-term investments consist of held-to-maturity investments.
Held-to-maturity investments consist of a certificate of deposit with Cathay Bank, which is classified as held to maturity because the Company has positive intent and ability to hold the investment to maturity. The certificate of deposit was purchased at par for $
The certificate of deposit is classified as a short-term investment on the condensed consolidated balance sheets because its original contractual maturity is within one year from the date of issuance. The deposit is not publicly traded. Based on its short contractual term, fixed rate, and the creditworthiness of the issuing bank, the Company estimates that the fair value of the certificate of deposit approximates its amortized cost of $
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6. ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
| As of | ||||||||
| December 31, 2025 | September 30, 2026 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
Allowance for credit losses:
| For the nine months ended September 30, 2026 | ||||
| Balance at beginning of year | $ | ( | ) | |
| Addition | ( | ) | ||
| Reversed | ||||
| Balance at end of period | $ | ( | ) | |
As of September 30, 2026, the Company’s allowance for credit losses on accounts receivable amounted to $
7. PREPAID AND OTHER CURRENT ASSETS, NET
Prepaid and other current assets, net consisted of the following:
| As of | ||||||||
| December 31, 2025 | September 30, 2026 | |||||||
| Prepayments to suppliers | $ | $ | ||||||
| Receivables from third-party (Note i) | ||||||||
| Total before allowance for credit losses | ||||||||
| Less: allowance for credit losses (Note i) | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
(Note i)
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8. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| As of, | ||||||||
| December 31, 2025 | September 30, 2026 | |||||||
| Motor vehicles | $ | $ | ||||||
| Office and computer equipment | ||||||||
| Construction in progress | ||||||||
| Leasehold improvements | ||||||||
| Sub-total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
For the nine months ended September 30, 2025 and 2026, depreciation expenses were $
The Construction in progress mainly represented AI classroom project at the NSAD campus. During the nine months ended September 30, 2026, the Company transferred approximately $
The Company performed impairment assessment on the property and equipment. For the nine months ended September 30, 2025 and 2026, and $
9. INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
| As of, | ||||||||
| December 31, 2025 | September 30, 2026 | |||||||
| Gross carrying amount | ||||||||
| Trade names | $ | $ | ||||||
| Software | ||||||||
| Accreditation | ||||||||
| Less: accumulated amortization | ||||||||
| Trade names | ||||||||
| Software | ( | ) | ( | ) | ||||
| Accreditation | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Intangible assets, net | ||||||||
| Trade names | ||||||||
| Software | ||||||||
| Accreditation | ||||||||
| $ | $ | |||||||
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There was impairment loss accrued for the nine months ended September 30, 2025 and 2026, respectively.
Amortization expenses for intangible assets amounted to $
| Amount | ||||
| For the remainder of the year ending December 31, 2026 | $ | |||
| For the year ending December 31, | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
10. OTHER NON-CURRENT ASSETS, NET
Other non-current assets, net consisted of the following:
| As of | ||||||||
| December 31, 2025 | September 30, 2026 | |||||||
| Long-term lease deposits | $ | $ | ||||||
| Educational content (Note i) | ||||||||
| Total | $ | $ | ||||||
(Note i)
11. SHORT-TERM AND LONG-TERM BORROWINGS
The following table sets forth the loan agreement of short-term borrowing from bank:
| Date | Borrower | Lender | Amount ($) | Annual Interest Rate | Repayment Due Date | |||||||||
| June 12, 2025 (Note i) | % | |||||||||||||
(Note i)
The following table sets forth the loan agreement of long-term borrowing from bank:
| Date | Borrower | Lender | Amount ($) | Annual Interest Rate | Repayment Due Date | |||||||||
| January 9, 2024 (Note ii) | % | |||||||||||||
| October 11, 2022 (Note ii) | % | |||||||||||||
(Note ii)
On October 11, 2022, the Company obtained a $
On January 9, 2024, the Company obtained a $
The pledges shall be terminated once all borrowings have been repaid and pledge cancellation registration procedures have been completed.
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12. ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities consisted of the following:
| As of | ||||||||
| December 31, 2025 | September 30, 2026 | |||||||
| Accrued payroll and welfare | $ | $ | ||||||
| Deferred revenue (Note i) | ||||||||
| Lease Settlement (Note ii) | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
(Note i)
(Note ii)
13. CONCENTRATIONS
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, other receivables and other non-current assets. The Company places its cash and cash equivalents with financial institutions with high-credit ratings in the U.S. The Company conducts credit evaluations of its customers and suppliers and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts.
The companies who accounted for 10% or more of the Company’s condensed consolidated accounts receivable and accounts payable as of December 31, 2025, and September 30, 2026, and of revenues and purchases for the nine months ended September 30, 2025 and 2026 were as follows.
| As of December 31, | As of September 30, | |||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Debtors | $ | % | $ | % | ||||||||||||
| Accounts receivable | ||||||||||||||||
| Company A | % | |||||||||||||||
| Accounts Payable | ||||||||||||||||
| Company E | % | % | ||||||||||||||
| For the nine months ended September 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Debtors | $ | % | $ | % | ||||||||||||
| Revenues | ||||||||||||||||
| Company A | % | % | ||||||||||||||
| Purchase | ||||||||||||||||
| Company E | % | |||||||||||||||
| * |
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14. SHARE-BASED COMPENSATION
Amended and Restated 2010 Equity Incentive Plan
On June 1, 2010, the Company adopted the 2010 Equity Incentive Plan, or the “2010 Plan”, which became effective upon the completion of the IPO on August 5, 2010 and terminated automatically
2024 Equity Incentive Plan
On December 20, 2024, we adopted the Company’s 2024 Equity Incentive Plan (the “Plan”), which became effective upon the approval of the shareholders at the Annual Meeting of Shareholders on December 20, 2024. The Plan provides for the grant of stock options, SARs, performance share awards, performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock unit awards and unrestricted stock awards to non-employee directors, officers, employees and nonemployee consultants of Ambow Education Holding Ltd. or its affiliates. The maximum aggregate number of Shares that may be awarded and sold under the Plan is
Share options
Management of the Company is responsible for determining the fair value of options granted and has considered a number of factors when making this determination, including valuations.
On March 27, 2025, the Company granted
The Company accounts for stock-based compensation in accordance with ASC 718.
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual life | Weighted Average Grant-date Fair Value | Aggregated intrinsic value | ||||||||||||||||
| $ | Years | $ | $ | |||||||||||||||||
| Outstanding on December 31, 2025 | ||||||||||||||||||||
| Outstanding on September 30, 2026 | ||||||||||||||||||||
| Vested and expected to vest at September 30, 2026 | ||||||||||||||||||||
| Exercisable at September 30, 2026 | ||||||||||||||||||||
For the nine months ended September 30, 2025 and 2026, the Company recognized approximately and $
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15. TAXATION
a. Income taxes
Cayman Islands
Under the current laws of the Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gains. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
US
Significant components of the income taxes expense for the nine months ended September 30, 2025 and 2026 are as follows:
| Nine months ended September 30 | ||||||||
| 2025 | 2026 | |||||||
| Current: | ||||||||
| Federal | $ | |||||||
| State and local | ||||||||
| Foreign | ||||||||
| Total current portion of income tax expense | ||||||||
| Deferred: | ||||||||
| Federal | $ | |||||||
| State and local | ||||||||
| Foreign | ||||||||
| Total deferred portion of income tax expense | ||||||||
| Total income tax expense | $ | $ | ||||||
The following is a reconciliation of the differences between the U.S. federal statutory income tax rate and the Company’s effective income tax rate for the nine months ended September 30, 2025 and 2026:
| Nine months ended September 30, | ||||||||
| 2025 | 2026 | |||||||
| Statutory federal income tax rate | % | % | ||||||
| States taxes, net of federal benefit | % | ( | )% | |||||
| Foreign income taxed at different rates | % | ( | )% | |||||
| Nondeductible permanent items | % | ( | )% | |||||
| Return-to-provision adjustment | % | ( | )% | |||||
| Changes in valuation allowance | ( | )% | ( | )% | ||||
| Tax Credits | ( | )% | % | |||||
| Effect of tax amendment | % | % | ||||||
| Tax Provision | % | ( | )% | |||||
17
16. NET INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated:
| Nine months ended September 30, | ||||||||
| 2025 | 2026 | |||||||
| Numerator: | ||||||||
| Numerator for basic and diluted income (loss) per share | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Denominator for basic income (loss) per share weighted average ordinary shares outstanding | ||||||||
| Denominator for diluted income (loss) per share weighted average ordinary shares outstanding | ||||||||
| Basic income (loss) per share | ( | ) | ||||||
| Diluted income (loss) per share | ( | ) | ||||||
| Basic income (loss) per ADS (Note i) | ( | ) | ||||||
| Diluted income (loss) per ADS (Note i) | ( | ) | ||||||
(Note i)
17. LEASES
The Company has operating leases for classrooms and corporate offices.
The components of lease expense were as follows:
| Nine months ended September 30, | ||||||||
| 2025 | 2026 | |||||||
| Operating lease expense | $ | $ | ||||||
Supplemental cash flow information related to leases was as follows:
| Nine months ended September 30, | ||||||||
| 2025 | 2026 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
Supplemental balance sheet information related to leases was as follows:
| Nine months ended September 30, | ||||||||
| 2025 | 2026 | |||||||
| Weighted-average Remaining Lease Term | ||||||||
| Operating leases | | |||||||
| Weighted-average Discount Rate | ||||||||
| Operating leases | % | % | ||||||
18
The Company’s lease agreements do not have a discount rate that is readily determinable. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The weighted-average discount rate was calculated using the discount rate for the lease that was used to calculate the lease liability balance for each lease and the remaining balance of the lease payments for each lease as of September 30, 2026.
The Company performed an impairment test on the operating lease right-of-use assets and recognized an impairment loss of for the nine months ended September 30, 2025 and 2026.
The weighted-average remaining lease terms were calculated using the remaining lease term and the lease liability balance for each lease as of September 30, 2026.
As of September 30, 2026, maturities of lease liabilities were as follows:
| Amount | ||||
| For the remainder of the year ending December 31, 2026 | $ | |||
| For the year ending December 31, | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: interest | ( | ) | ||
| Total | ||||
| Less: current portion | $ | ( | ) | |
| Non-current portion | ||||
As of September 30, 2026, the Group had no material operating or finance leases that had not yet commenced.
18. SEGMENT REPORTING AND INFORMATION ABOUT GEOGRAPHIC AREAS
| Nine months ended September 30, | ||||||||
| 2025 | 2026 | |||||||
| NET REVENUES | ||||||||
| - Educational programs and services | $ | $ | ||||||
| - HybriU licensing and sales | ||||||||
| Total net revenues | ||||||||
| COST OF REVENUES | ||||||||
| - Educational programs and services | ( | ) | ( | ) | ||||
| - HybriU licensing and sales | ( | ) | ||||||
| Total cost of revenues | ( | ) | ( | ) | ||||
| GROSS PROFIT | ||||||||
| - Educational programs and services | ||||||||
| - HybriU licensing and sales | ||||||||
| Total gross profit | $ | $ | ||||||
19. CONTINGENCIES
On June 21, 2024, a former executive of NewSchool of Architecture and Design, LLC filed a civil lawsuit against the Company and certain individuals alleging breach of contract, labor code violations, fraud-related claims, and wrongful termination. The plaintiff seeks damages, penalties, attorneys’ fees, and other relief. The Company is contesting the claims. Trial is currently scheduled to commence on February 19, 2027. As of the date of this report, the outcome and potential financial impact cannot be reasonably estimated.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this interim report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The following discussion and analysis contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expect,” “anticipate,” “intend,” “believe,” or similar language. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our business and financial performance are subject to substantial risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements.
A. Operating Results
Overview
Our current mission is to shape the future of learning, collaboration and communication through innovative, AI-powered Phygital solutions that seamlessly connect the physical and digital worlds. At the core of this mission is HybriU, a cutting-edge platform that transforms education, corporate conferencing and live events by delivering immersive, intelligent and real-time experiences across industries.
Designed to bridge the gap between in-person and remote interaction, HybriU enables AI-driven automation, deep engagement and seamless collaboration. With HybriU, Ambow is redefining how people connect, learn and grow, empowering greater access, equity and innovation in education and beyond.
For the nine months ended September 30, 2026, net revenues increased by $0.4 million to $6.9 million from $6.5 million in the same period of 2025. The increase was primarily due to net revenues generated by educational program and services. For the three months ended September 30, 2026, net revenues increased by $0.3 million to $1.7 million from $1.4 million in the same period of 2025. The increase was also primarily due to net revenues generated by educational program and services.
Net loss for the nine months ended September 30, 2026, was $0.5 million, compared to net income of $1.3 million in the same period of 2025. Net loss for the three months ended September 30, 2026, was $0.8 million, compared to $0.6 million in the same period of 2025.
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Factors Affecting the Results of Operations
General factors affecting the results of operations
While our business is influenced by factors affecting the education and other industries in the U.S. generally, we believe it is more directly affected by Company-specific factors, including, among others:
| ● | The number of student enrollments and fees we charge. The number of student enrollments is largely driven by the demand for our educational programs, the fees we charge, the effectiveness of our marketing and brand promotion efforts, the locations and capacity of our campuses, our ability to maintain the consistency and quality of our teaching, and our ability to respond to competitive pressures, as well as seasonality. We plan to continue to add new offerings to attract students of different needs and provide cross-selling opportunities. Our course fees are determined based on several factors, including market demand, the target audience, campus location and capacity, the cost of delivering our programs and the pricing of comparable courses offered by competitors. | |
| ● | The number of orders and contracts we obtain. Our HybriU licensing and sales revenue is directly impacted by the number and value of orders and contracts we secure. A higher volume of confirmed orders generally results in increased revenue, as it indicates strong market demand and effective sales performance. Conversely, a decrease in order volume may adversely affect revenue, particularly if it is not offset by higher-value contracts or price increases. | |
| ● | Our costs and expenses. We incur costs and expenses at both the headquarters level and at our campuses. Our most significant costs are compensation and social welfare paid to and on behalf of our teachers, and rental- and teaching-related expenses. A substantial majority of our operating expenses relate to selling and marketing, general and administrative functions and research and development. |
Effects of disposals and other strategic plans
There were no acquisitions or disposals during the nine-month period ended September 30, 2026.
Key financial performance indicators
Key financial performance indicators consist of net revenues, cost of revenues, gross profit and operating expenses, which are discussed in greater detail below. The following tables set forth the consolidated net revenues, cost of revenues and gross profit, both in absolute amounts and as a percentage of net revenues, for the periods indicated.
| For the nine months ended September 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 6,482 | 100.0 | 6,853 | 100.0 | ||||||||||||
| Cost of revenues | (3,170 | ) | (48.9 | ) | (3,428 | ) | (50.0 | ) | ||||||||
| Gross Profit | 3,312 | 51.1 | 3,425 | 50.0 | ||||||||||||
| For the three months ended September 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 1,402 | 100.0 | 1,661 | 100.0 | ||||||||||||
| Cost of revenues | (901 | ) | (64.3 | ) | (1,152 | ) | (69.4 | ) | ||||||||
| Gross Profit | 501 | 35.7 | 509 | 30.6 | ||||||||||||
21
Net revenues
In the nine months ended September 30, 2025 and 2026, net revenues were $6.5 million and $6.9 million, respectively. In the three months ended September 30, 2025 and 2026, net revenues were $1.4 million and $1.7 million, respectively. The increase was primarily due to revenues generated by educational program and services.
Cost of revenues
Cost of revenues for our educational programs and services and HybriU licensing and sales primarily consists of:
| ● | Teaching fees and performance-linked bonuses paid to our teachers. Our teachers consist of both full-time and part-time teachers. Full-time teachers deliver teaching instruction and may also be involved in management, administration and other functions at our schools. Their compensation and benefits primarily consist of teaching fees based on hourly rates, performance-linked bonuses based on student evaluations, as well as base salary, annual bonus and standard employee benefits in connection with their services other than teaching. Compensation of our part-time teachers is comprised primarily of teaching fees based on hourly rates and performance-linked bonuses based on student evaluations and other factors; | |
| ● | Rental, utilities, water and other operating expenses for the operation of our school properties, as well as inventory associated with HybriU; | |
| ● | Depreciation and amortization of properties, leasehold improvement and equipment used in the provision of educational services. |
Gross profit and gross profit margin
Gross profit was $3.3 million, $3.4 million, $0.5 million and $0.5 million in the nine months ended September 30, 2025, and 2026 and the three months ended September 30, 2025, and 2026, respectively.
Gross margin was 51.1%, 50.0%, 35.7% and 30.6% in the nine months ended September 30, 2025, and 2026 and the three months ended September 30, 2025, and 2026, respectively. The decrease in gross margin was primarily attributable to an increase in academic costs associated with the delivery of educational programs, which exceeded the growth in revenue during the period.
Operating expenses
Operating expenses consist of selling and marketing expenses, general and administrative expenses and research and development expenses. The following tables set forth the components of the operating expenses, both in absolute amounts and as a percentage of revenues, for the periods indicated.
| For the nine months ended September 30, | ||||||||||||||||
| 2025 | 2025 | 2026 | 2026 | |||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 6,482 | 100.0 | 6,853 | 100.0 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (778 | ) | (12.0 | ) | (1,018 | ) | (14.9 | ) | ||||||||
| General and administrative | (2,348 | ) | (36.2 | ) | (2,112 | ) | (30.8 | ) | ||||||||
| Research and development | (348 | ) | (5.4 | ) | (597 | ) | (8.7 | ) | ||||||||
| Impairment loss | — | — | (161 | ) | (2.3 | ) | ||||||||||
| Total operating expenses | (3,474 | ) | (53.6 | ) | (3,888 | ) | (56.7 | ) | ||||||||
| For the three months ended September 30, | ||||||||||||||||
| 2025 | 2025 | 2026 | 2026 | |||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 1,402 | 100.0 | 1,661 | 100.0 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (279 | ) | (19.9 | ) | (399 | ) | (24.0 | ) | ||||||||
| General and administrative | (706 | ) | (50.4 | ) | (666 | ) | (40.1 | ) | ||||||||
| Research and development | (145 | ) | (10.3 | ) | (221 | ) | (13.3 | ) | ||||||||
| Total operating expenses | (1,130 | ) | (80.6 | ) | (1,286 | ) | (77.4 | ) | ||||||||
22
Selling and marketing expenses. Our selling and marketing expenses primarily consisted of expenses relating to advertising, seminars, marketing and promotional trips and other community activities for brand promotion purposes. Our selling and marketing expenses increased by 25.0% to $1.0 million for the nine months ended September 30, 2026, from $0.8 million for the same period of 2025, and increased by 33.3% to $0.4 million for the three months ended September 30, 2026, from $0.3 million for the same period of 2025. The increases in selling and marketing expenses were primarily due to increased investment in NewSchool enrollment and the sales of HybriU, including higher spending on digital marketing and advertising campaigns to promote brand awareness.
General and administrative expenses. Our general and administrative expenses primarily consisted of compensation and benefits of administrative staff, amortization of intangibles, costs of third-party professional services, rental and utility payments relating to office and administrative functions, and depreciation and amortization of property and equipment used in our general and administrative activities, as well as bad-debt provision. Our general and administrative expenses decreased by 8.7% to $2.1 million for the nine months ended September 30, 2026, from $2.3 million for the same period of 2025, and remained relatively flat at $0.7 million in each of the three months ended September 30, 2026 and 2025. The decreases was primarily due to our continued cost control measures and efficient cost management.
Research and development. Our research and development consisted of personnel-related expenses directly associated with our research and development organization, amortization of software technology used in research and development, and allocated overhead. Our research and development expenses increased to $0.6 million for the nine months ended September 30, 2026, from $0.3 million for the same period of 2025, and increased to $0.2 million for the three months ended September 30, 2026, from $0.1 million for the same period of 2025. The increase was primarily driven by increased investment in HybriU and share-based compensation recognized in research and development expenses.
We are a Cayman Islands company and we currently conduct operations primarily through our U.S. subsidiaries. Under the current laws of the Cayman Islands, Ambow is not subject to taxes on its income or capital gains. In addition, the payment of dividends, if any, is not subject to withholding taxes in the Cayman Islands.
A significant component of our income tax provision is generated from our U.S. subsidiaries’ operations, which have a federal statutory income tax rate of 21%. Current income taxes are provided for in accordance with the laws and regulations in the U.S. Deferred income taxes are recognized when temporary differences exist between the tax bases and their reported amounts in the condensed consolidated financial statements.
Critical accounting estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified certain accounting policies as critical accounting policies as they require management’s highest degree of judgment, estimates and assumptions, including: 1) revenue recognition; 2) accounts receivables, net. See Note 3—Summary of Significant Accounting Policies to our condensed consolidated financial statements for the disclosure of these accounting policies in the Company’s 2025 Annual Report filed with the SEC on February 13, 2026.
Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider our critical accounting estimates to include allowance for credit losses as follows:
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Allowance for credit losses
Our accounts receivable, other receivables included in prepaid and other current assets are within the scope of ASC 326. We estimate and record an allowance for expected lifetime credit losses on these assets by using historical write-off rates as a starting point for estimating expected credit losses and by considering all available relevant information, including historical events, current conditions, and reasonable and supportable forecasts, as well as their impact on expected credit losses.
The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts. Accounts receivable, other receivables, and long-term receivables are written off after all collection efforts have been exhausted. Because collectability of each account depends on specific facts and circumstances, particularly for customers related to HybriU sales for which the Company has limited or no prior transactional history, management exercises significant judgment in estimating expected credit losses for these assets.
Changes in economic conditions, customer credit profiles, or other assumptions could materially affect the allowance for credit losses. An increase in expected credit losses would result in higher bad debt expense and lower net income in the period of such change in estimate. The Company reassesses the allowance each reporting period, and any adjustments are recorded as changes in estimates.
Results of operations
The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the periods indicated. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of future performance.
Summary of Unaudited Condensed Consolidated Statements of Operations
| For the nine months ended September 30, | For the three months ended September 30, | |||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Consolidated Statement of Operations Data: | ||||||||||||||||
| NET REVENUES: | ||||||||||||||||
| - Educational programs and services and HybriU licensing and sales | 6,482 | 6,853 | 1,402 | 1,661 | ||||||||||||
| COST OF REVENUES: | ||||||||||||||||
| - Educational programs and services and HybriU licensing and sales | (3,170 | ) | (3,428 | ) | (901 | ) | (1,152 | ) | ||||||||
| GROSS PROFIT | 3,312 | 3,425 | 501 | 509 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (778 | ) | (1,018 | ) | (279 | ) | (399 | ) | ||||||||
| General and administrative | (2,348 | ) | (2,112 | ) | (706 | ) | (666 | ) | ||||||||
| Research and development | (348 | ) | (597 | ) | (145 | ) | (221 | ) | ||||||||
| Impairment loss | — | (161 | ) | — | — | |||||||||||
| Total operating expenses | (3,474 | ) | (3,888 | ) | (1,130 | ) | (1,286 | ) | ||||||||
| OPERATING LOSS | (162 | ) | (463 | ) | (629 | ) | (777 | ) | ||||||||
| OTHER INCOME (EXPENSES), NET | 1,482 | (4 | ) | 18 | 18 | |||||||||||
| INCOME (LOSS) BEFORE INCOME TAX | 1,320 | (467 | ) | (611 | ) | (759 | ) | |||||||||
| Income tax expenses | (49 | ) | (28 | ) | (2 | ) | (14 | ) | ||||||||
| NET INCOME (LOSS) | 1,271 | (495 | ) | (613 | ) | (773 | ) | |||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | 1,271 | (495 | ) | (613 | ) | (773 | ) | |||||||||
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Nine and three months ended September 30, 2026, compared with the Nine and three months ended September 30, 2025
Net revenues. Net revenues increased by $0.4 million to $6.9 million for the nine months ended September 30, 2026, from $6.5 million in the same period of 2025. Net revenues increased by $0.3 million to $1.7 million for the three months ended September 30, 2026, from $1.4 million in the same period of 2025. The increases were primarily due to net revenues generated by Educational program and services.
Cost of revenues. Cost of revenues increased by $0.2 million to $3.4 million for the nine months ended September 30, 2026, from $3.2 million in the same period of 2025. For the three months ended September 30, 2026, cost of revenues increased by $0.3 million to $1.2 million, from $0.9 million in the same period of 2025.
Gross profit. Gross profit increased to $3.4 million in the nine months ended September 30, 2026, from $3.3 million in the same period of 2025, and remained relatively flat at $0.5 million in each of the three months ended September 30, 2026 and 2025.
Gross profit margin. Gross margin decreased to 50.0% in the nine months ended September 30, 2026, from 51.1% in the same period of 2025, and decreased to 30.6% in the three months ended September 30, 2026, from 35.7% in the same period of 2025.
Operating expenses. Total operating expenses increased by 11.4% to $3.9 million for the nine months ended September 30, 2026 from $3.5 million for the same period of 2025, and increased by 18.2% to $1.3 million for the three months ended September 30, 2026 from $1.1 million for the same period of 2025. The analysis of changes is listed below.
| ● | Selling and marketing expenses. Selling and marketing expenses increased by 25.0% to $1.0 million for the nine months ended September 30, 2026, from $0.8 million in the same period of 2025, and increased by 33.3% to $0.4 million for the three months ended September 30, 2026, from $0.3 million for the same period of 2025. The increases were mainly driven by increased investment in NewSchool enrollment and the sales of HybriU. | |
| ● | General and administrative expenses. General and administrative expenses decreased by 8.7% to $2.1 million for the nine months ended September 30, 2026, from $2.3 million in the same period of 2025, and remained relatively flat at $0.7 million in each of the three months ended September 30, 2026 and 2025. The decrease was primarily due to our continued cost control measures and efficient cost management. |
| ● | Research and development expenses. Research and development expenses increased to $0.6 million for the nine months ended September 30, 2026, from $0.3 million in the same period of 2025, and increased to $0.2 million for the three months ended September 30, 2026, from $0.1 million in the same period of 2025. The increase was primarily driven by increased investment in HybriU and share-based compensation recognized in research and development expenses. |
| ● | Impairment loss. Impairment loss was $161 thousand for the nine months ended September 30, 2026, compared to nil for the same period of 2025. |
Income / (loss). In line with the above-mentioned factors, there was a loss of $0.5 million for the nine months ended September 30, 2026, compared with the income of $1.3 million in the same period of 2025. Loss for the three months ended September 30, 2026 was $0.8 million, compared with $0.6 million in the same period of 2025.
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B. Liquidity and Capital Resources
As of September 30, 2026, our consolidated current assets exceeded consolidated current liabilities by $3.9 million. With certain non-cash payment adjustments excluded, there would have been a positive working capital balance as of September 30, 2026. Our consolidated net assets were $7.9 million as of September 30, 2026.
Our principal sources of liquidity were cash and cash equivalents, short-term investments and bank borrowings. We had net cash used in operating activities of $1.4 million and $0.7 million for the nine months ended September 30, 2025 and 2026, respectively. As of September 30, 2026, we had $2.4 million in unrestricted cash and cash equivalents, $2.7 million in restricted cash and $1.0 million of short-term investments in the form of time deposits with maturities within 12 months.
Our operating results for future periods are subject to numerous uncertainties, and it is uncertain if we will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenue and/or manage costs and operating expenses in line with revenue forecasts, we may not be able to achieve profitability.
We believe that available cash and cash equivalents, restricted cash released within 12 months, and cash provided by operating activities, together with cash available from the activities mentioned above, should enable us to meet presently anticipated cash needs for at least the next 12 months after the issue date of the financial statements, and we have prepared the condensed consolidated financial statements on a going concern basis. However, we continue to have ongoing obligations, and we expect that we will require additional capital to execute our longer-term business plan. If we encounter unforeseen circumstances that place constraints on our capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, curtailing our business development activities, suspending the pursuit of our business plan, obtaining credit facilities, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that we will raise additional capital if needed.
Borrowings
Loan agreements for short-term and long-term borrowings consisted of the following:
| As of December 31, | As of September 30, | |||||||||
| 2025 | 2026 | |||||||||
| Maturities | $ | $ | ||||||||
| (In thousands) | ||||||||||
| Long-term bank borrowing from Cathay Bank | October 2027 | 1,500 | 1,500 | |||||||
| Long-term bank borrowing from Cathay Bank | December 2027 | 1,200 | 1,200 | |||||||
| Short-term bank borrowing from EverTrust Bank | Based on the actual repayment | 500 | 500 | |||||||
The weighted average interest rate of the borrowings outstanding was 6.28% and 6.29% per annum as of December 31, 2025 and September 30, 2026, respectively. The fair values of the borrowings approximate their carrying amounts. The weighted average borrowings for the nine months ended September 30, 2025, and 2026 were $3.3 million and $3.4 million, respectively.
Holding company structure
Ambow is a Cayman Islands holding company. We conduct our operations primarily through our subsidiaries in the United States. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
Inflation
Inflation has not materially impacted the results of operations in recent years. Although we were not materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation.
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C. Research and Development, Patents and Licenses
As of September 30, 2026, we employed eight full-time and part-time software and educational professionals. We spent $0.3 million and $0.6 million on research and development expenses for the nine months ended September 30, 2025 and 2026, respectively.
D. Trend Information
For a discussion of significant recent trends in our financial condition and results of operations, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
E. Off-balance sheet arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
There were no new off-balance sheet arrangements as of September 30, 2026.
F. Contractual Long-Term Obligations
The following table presents a summary of the contractual long-term obligations and payments by period as of September 30, 2026.
| Payments Due by Period | ||||||||||||||||||||
| 2026 | ||||||||||||||||||||
| Total | (remaining) | 2027-2028 | 2029-2030 | Thereafter | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Operating lease obligations | 6.1 | 0.4 | 3.0 | 2.7 | — | |||||||||||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal accounting and financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2026. Based on this evaluation, our principal executive officer and principal accounting and financial officer have concluded that, as of September 30, 2026, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In July 2024, NewSchool of Architecture & Design, LLC (“NewSchool”), a subsidiary of the Company, became involved in litigation with its campus landlord, Art Block Investors, LLC and related entities (the “Landlord”), regarding a lease dispute. On July 15, 2024, the Landlord filed an unlawful detainer action in San Diego Superior Court seeking possession of the premises and recovery of approximately $2.26 million in past due rent and common area maintenance fees. Following trial, the court issued a proposed decision in favor of the Landlord, awarding possession and damages, with attorneys’ fees and costs to be determined. NewSchool objected, but judgment was expected within 30 days, followed by a motion for fees. Separately, on September 6, 2024, the Landlord filed a breach of contract and guaranty lawsuit against NewSchool and Ambow Education Holding Ltd., seeking approximately $4.47 million, subject to offset by amounts recovered in the first action. In June 2025, the Company entered into a settlement with the Landlord resolving these matters, requiring payments to the Landlord totaling $2.0 million, with $1.0 million due within three days of signing and the remaining $1.0 million payable in installments over two years beginning May 2025. As of September 30, 2026, $290 remained payable under the settlement.
On June 21, 2024, Dr. Gisela Loehlein, NewSchool of Architecture and Design, LLC’s former President and Chief Academic Officer, filed a civil lawsuit in San Diego County Superior Court against NewSchool of Architecture and Design, LLC, Ambow Education Holding Ltd., and certain individuals, alleging breach of contract, various misleading statement claims, violations of California Labor Code sections (including failure to timely pay wages and unreimbursed expenses), negligent misrepresentation, and wrongful termination. The plaintiff seeks compensatory and general damages, including emotional distress, double damages pursuant to California Labor Code, interest on unpaid wages, and attorneys’ fees and costs. We, as defendants, have answered and are contesting the claims. The trial is currently scheduled to commence on February 19, 2027. At this stage, the outcome of the litigation and any potential financial impact cannot be reasonably estimated.
The ultimate resolution of the proceedings may have a material adverse impact on our business, financial condition, results of operations or cash flows. Failure to settle the proceedings or other unfavorable outcomes in these proceedings could result in significant damages, additional penalties or other remedies imposed against the Company. Litigation of this kind could result in substantial costs and a diversion of our management’s attention and resources. It could also result in our reputation being harmed and our stock price could decline as a result of allegations made in the course of the proceedings, regardless of the truthfulness of the allegations.
Except as disclosed above, as of September 30, 2026, there are no claims, lawsuits, investigations and proceedings, including unasserted claims that are probable to be assessed, that have in the recent past had, or to our knowledge, are reasonably possible to have, material effects on our financial position, results of operations, or cash flow.
From time to time, we have been involved in various legal and regulatory proceedings arising in the normal course of business. While we cannot predict the occurrence or outcome of these proceedings with certainty, we do not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to our consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on our results of operations.
Item 1A. Risk Factors
This information has been omitted based on the Company’s status as a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During our fiscal quarter ended September 30, 2026, none of our directors or officers informed us of the
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Item 6. Exhibits
The exhibits listed on the Exhibit Index below are provided as part of this report.
29
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.
| Date: November 10, 2026 | AMBOW EDUCATION HOLDING LTD. | |
| /s/ Jin Huang | ||
| Name: | Jin Huang | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| /s/ Jin Huang | ||
| Name: | Jin Huang | |
| Title: | Acting Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
30
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jin Huang, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Ambow Education Holding Ltd.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
Date: November 10, 2026
| /s/ Jin Huang | |
| Jin Huang | |
| Chief Executive Officer | |
| (Principal executive officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jin Huang, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Ambow Education Holding Ltd.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
Date: November 10, 2026
| /s/ Jin Huang | |
| Jin Huang Acting Chief Financial Officer (Principal financial and accounting officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ambow Education Holding Ltd. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
Date: November 10, 2026
| /s/ Jin Huang | |
| Jin Huang Chief Executive Officer (Principal executive officer) |
Date: November 10, 2026
| /s/ Jin Huang | |
| Jin Huang Acting Chief Financial Officer (Principal financial and accounting officer) |