6-K - AMBO - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2021

Commission File Number: 001-34824

Ambow Education Holding Ltd.

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

12th Floor, Tower 1, Financial Street Chang’AnCenter,

Shijingshan District, Beijing 100043

People’s Republic of China

Telephone: +86 (10) 6206-8000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___

Other Information

Attached hereto as Exhibit 99.1 is a press release dated June 28, 2021, announcing the Company’s unaudited financial and operating results for the three months ended March 31, 2021, respectively.

Exhibits

99.1 Press Release, dated June 28, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ambow Education Holding Ltd.
By:	/s/Jin Huang
Name: Dr. Jin Huang
Title: President and Chief Executive Officer

Date: June 28, 2021

Exhibit 99.1

Ambow EducationAnnounces First Quarter 2021 Financial Results

BEIJING, June 28, 2021 -- Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE American: AMBO), a leading national provider of educational and career enhancement services in China, today announced its unaudited financial and operating results for the three-month period ended March 31, 2021.

“We are pleased to start 2021 with better-than-expected first quarter results, highlighted by a 43.5% year-over-year increase in total revenues, thanks to the strong execution of our overall strategy which focuses on operational improvements,” said Dr. Jin Huang, Ambow’s President and Chief Executive Officer. “Specifically, we further revived solid gross margin expansion for both of our CP&CE Programs and K-12 Schools segments during the quarter, lifting it even higher than the same period in 2019. As a prominent education brand in China, we remain committed to delivering in-demand and high-quality educational services for our learners in their pursuit of academic and professional excellence.”

“Supported by our industry-leading intelligent education products, we endeavor to provide superior online talent training to address various career enhancement needs. For example, we cooperated with Kylinsoft to provide a suite of education services across a series of Kylinsoft operating system products, spanning training courses, certification programs, internship placement, employment services and industrial colleges. We also formed a strategic cooperation with Adobe Authorized Training Centre to provide international certification services for Chinese students. Meanwhile, we further integrated advanced technology into our educational services to increase our competitiveness. We launched a blockchain-based career-oriented education skills recognition system to redefine educational accreditation for professional talents. Looking ahead, we will remain focused on harnessing our technological capabilities to offer a broader range of education services in China and U.S., while enhancing operating efficiency. We believe these efforts, coupled with our 20-year proven track record in the education sector, will help us grow our overall business while delivering long-term value to our shareholders,” concluded Dr. Huang.

First Quarter 2021 Financial Highlights

·	Net revenues for the first quarter of 2021 increased by 43.5% to RMB129.6 million (US$19.8<br> million) from RMB90.3 million in the same period of 2020. The increase was primarily due<br> to the full business recovery from the impact of the COVID-19 pandemic and higher revenue<br> contribution from NewSchool of Architecture and Design, LLC (“NewSchool”) which<br> was acquired and consolidated by the Company from March 2020.
·	Gross profit for the first quarter of 2021 increased by 287.8% to RMB44.6 million (US$6.8 million)<br> from RMB11.5 million in the same period of 2020. Gross profit margin was 34.4%, compared<br> with 12.7% for the first quarter of 2020. The increases in gross profit and margin were mainly<br> attributable to faster growth of net revenues in the period.
---	---
·	Operating expenses for the first quarter of 2021 increased by 17.5% to RMB59.8 million (US$9.1<br> million) from RMB50.9 million in the same period of 2020. The increase was primarily attributable<br> to more expenses related to NewSchool compared to the first quarter of 2020 as the consolidation<br> of NewSchool started in March 2020.
---	---

·	Operating loss for the first quarter of 2021 was RMB15.2 million (US$2.3 million), compared to<br> operating loss of RMB39.3 million in the same period of 2020.
·	Net loss attributable to ordinary shareholders for the first quarter of 2021 was RMB14.3<br> million (US$2.2 million), or RMB0.31 (US$0.05) per basic and diluted share, compared with<br> net income of RMB6.0 million, or RMB0.14 (US$0.02) per basic and diluted share for the same<br> period of 2020. Excluding the one-time gain from bargain purchase of NewSchool of RMB40.3<br> million, net loss for the first quarter of 2020 was RMB34.3 million or RMB0.79 (US$0.11)<br> per basic and diluted share.
---	---
·	As<br> of March 31, 2021, Ambow maintained strong cash resources of RMB281.4 million (US$42.9 million),<br> comprised of cash and cash equivalents of RMB121.4 million (US$18.5 million), short-term<br> investments of RMB158.2 million (US$24.1 million) and restricted cash of RMB1.8 million (US$0.3<br> million).
---	---
·	As<br> of March 31, 2021, the Company’s deferred revenue balance was RMB181.3 million (US$27.7<br> million), representing a 10.8% increase compared with RMB163.7 million as of December 31,<br> 2020, mainly attributable to the tuition and fees collected at K-12 business segment for<br> the spring semester of the 2020-2021 academic year, and increase in deferred revenue at CP&CE<br> business segment.
---	---

The Company's first quarter 2021 financial and operating results can also be found on its Form 6-K filed with the U.S. Securities and Exchange Commission at www.sec.gov.

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all amounts translated from RMB to U.S. dollars for the first quarter of 2021 are based on the effective exchange rate of 6.5518 as of March 31, 2021; all amounts translated from RMB to U.S. dollars for the first quarter of 2020 are based on the effective exchange rate of 7.0808 as of March 31, 2020; all amounts translated from RMB to U.S. dollars as of December 31, 2020 are based on the effective exchange rate of 6.5250 as of December 31, 2020. The exchange rates were according to the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

About AmbowEducation Holding Ltd.

Ambow Education Holding Ltd. is a leading national provider of educational and career enhancement services in China, offering high-quality, individualized services and products. With its extensive network of regional service hubs complemented by a dynamic proprietary learning platform and distributors, Ambow provides its services and products to students in 15 out of the 34 provinces and autonomous regions within China.

Safe HarborStatement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the outlook and quotations from management in this announcement, as well as Ambow’s strategic and operational plans, contain forward-looking statements. Ambow may also make written or oral forward-looking statements in its reports filed or furnished to the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statements, including but not limited to the following: the Company’s goals and strategies, expansion plans, the expected growth of the content and application delivery services market, the Company’s expectations regarding keeping and strengthening its relationships with its customers, and the general economic and business conditions in the regions where the Company provides its solutions and services. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and Ambow undertakes no duty to update such information, except as required under applicable law.

For investorand media inquiries please contact:

Ambow Education Holding Ltd.

Tel: +86-10-6206-8000

Email: ir@ambow.com

The Piacente Group

| Investor Relations

Tel: +1-212-481-2050 or +86-10-6508-0677

E-mail: ambow@tpg-ir.com

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data)

					As of December 31,
					2020
		RMB			RMB
ASSETS
Current assets:
Cash and cash equivalents			121,381			118,821
Restricted cash			1,773			824
Short term investments, available for sale			74,206			117,854
Short term investments, held to maturity			84,000			45,000
Accounts receivable, net			18,758			20,972
Amounts due from related parties			3,037			3,024
Prepaid and other current assets, net			119,136			117,634
Total current assets			422,291			424,129
Non-current assets:
Property and equipment, net			140,751			144,492
Land use rights, net			1,704			1,715
Intangible assets, net			54,296			54,808
Goodwill			25,710			25,710
Deferred tax assets, net			5,903			6,338
Operating lease right-of-use asset			240,945			247,608
Finance lease right-of-use asset			5,700			5,850
Other non-current assets, net			142,176			139,067
Total non-current assets			617,185			625,588
Total assets			1,039,476			1,049,717
LIABILITIES
Current liabilities:
Short-term borrowing *			10,000			10,000
Deferred revenue *			181,325			163,699
Accounts payable *			18,311			19,423
Accrued and other liabilities *			204,895			209,590
Income taxes payable, current *			185,403			184,638
Amounts due to related parties *			2,543			2,543
Operating lease liability, current *			49,177			53,702
Total current liabilities			651,654			643,595
Non-current liabilities:
Long-term borrowing			9,662			9,594
Other non-current liabilities *			189			292
Income taxes payable, non-current *			35,173			34,763
Operating lease liability, non-current<br> *			215,843			220,319
Total non-current liabilities			260,867			264,968
Total liabilities			912,521			908,563
EQUITY
Preferred shares
(US0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of December 31, 2020 and March 31, 2021)			-			-
Class A Ordinary shares
(US0.003 par value; 66,666,667 and 66,666,667 shares authorized, 41,923,276 and 41,935,776 shares issued and outstanding as of December 31, 2020 and March 31, 2021, respectively)			794			794
Class C Ordinary shares
(US0.003 par value; 8,333,333 and 8,333,333 shares authorized, 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2020 and March 31, 2021, respectively)			90			90
Additional paid-in capital			3,545,292			3,545,073
Statutory reserve			4,210			4,210
Accumulated deficit	)		(3,433,475	)		(3,419,146	)
Accumulated other comprehensive income			12,254			12,101
Total Ambow Education Holding Ltd.’s equity			129,165			143,122
Non-controlling interests	)		(2,210	)		(1,968	)
Total equity			126,955			141,154
Total liabilities and equity			1,039,476			1,049,717

All values are in US Dollars.

* All of the VIE's assets can be used to settle obligations of their primary beneficiary. Liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company's general assets.

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(All amounts in thousands, except for share and per share data)

	For the three months ended March 31,
****	2021	****	2021		****	2020		****
	US		RMB			RMB
NET REVENUES
Educational program and services				129,514			90,267
Intelligent program and services				91			12
Total net revenues				129,605			90,279
COST OF REVENUES
Educational program and services		)		(83,839	)		(77,433	)
Intelligent program and services		)		(1,144	)		(1,298	)
Total cost of revenues		)		(84,983	)		(78,731	)
GROSS PROFIT				44,622			11,548
Operating expenses:
Selling and marketing		)		(11,000	)		(10,549	)
General and administrative		)		(46,945	)		(39,201	)
Research and development		)		(1,845	)		(1,131	)
Total operating expenses		)		(59,790	)		(50,881	)
OPERATING LOSS		)		(15,168	)		(39,333	)
OTHER INCOME (EXPENSES)
Interest income				2,060			1,990
Foreign exchange gain (loss), net				215			26
Other (loss) income, net		)		(940	)		1,406
Gain from deregistration of subsidiaries				144			-
Gain on the bargain purchase				-			40,273
Gain on sale of investment available for sale				747			526
Total other income				2,226			44,221
(LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTEREST		)		(12,942	)		4,888
Income tax (expense) benefit		)		(1,629	)		739
NET (LOSS) INCOME		)		(14,571	)		5,627
Less: Net loss attributable to non-controlling interest		)		(242	)		(412	)
NET (LOSS) INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS		)		(14,329	)		6,039
NET (LOSS) INCOME		)		(14,571	)		5,627
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation adjustments				115			433
Unrealized gains on short term investments
Unrealized holding gains arising during period				582			441
Less: reclassification adjustment for gains included in net income				544			287
Other comprehensive income				153			587
TOTAL COMPREHENSIVE (LOSS) INCOME		)		(14,418	)		6,214
Net (loss) income per share - basic and diluted		)		(0.31	)		0.14
Weighted average shares used in calculating basic and diluted net (loss) income per share				46,635,997			43,570,918

All values are in US Dollars.

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(All amounts in thousands, except for share and per share data)

	Attributable to Ambow Education Holding Ltd.’s Equity
																	Accumulated
	Class A Ordinary				Class C Ordinary				Additional								other		Non-
	shares				shares				paid-in			Statutory		Accumulated			comprehensive		controlling			Total
	Shares		Amount		Shares		Amount		capital			reserves		deficit			income		Interest			Equity
			RMB				RMB		RMB			RMB		RMB			RMB		RMB			RMB
Balance as of January 1, 2021		41,923,276		794		4,708,415		90		3,545,073			4,210		(3,419,146	)		12,101		(1,968	)		141,154
Share-based compensation		-		-		-		-		219			-		-			-		-			219
Issuance of ordinary shares for restricted stock award		12,500		0		-		-		(0	)		-		-			-		-			-
Foreign currency translation adjustment		-		-		-		-		-			-		-			115		-			115
Unrealized gain on investment, net of income taxes		-		-		-		-		-			-		-			38		-			38
Net loss		-		-		-		-		-			-		(14,329	)		-		(242	)		(14,571	)
Balance as of March 31, 2021		41,935,776		794		4,708,415		90		3,545,292			4,210		(3,433,475	)		12,254		(2,210	)		126,955
Balance as of January 1, 2020		38,858,199		730		4,708,415		90		3,508,745			20,185		(3,371,815	)		6,341		(680	)		163,596
Share-based compensation		-		-		-		-		238			-		-			-		-			238
Issuance of ordinary shares for restricted stock award		12,500		0		-		-		(0	)		-		-			-		-			-
Foreign currency translation adjustment		-		-		-		-		-			-		-			433		-			433
Unrealized gain on investment, net of income taxes		-		-		-		-		-			-		-			154		-			154
Impact on adoption of ASC 326		-		-		-		-		-			-		(594	)		-		-			(594	)
Net income/(loss)		-		-		-		-		-			-		6,039			-		(412	)		5,627
Balance as of March 31, 2020		38,870,699		730		4,708,415		90		3,508,983			20,185		(3,366,370	)		6,928		(1,092	)		169,454

Discussionof Segment Operations

(Allamounts in thousands)

	For the three months ended March 31,
	2021		2021			2020
	US		RMB			RMB
	(All amounts in thousands)
NET REVENUES
K-12 Schools				70,902			41,411
CP&CE Programs				58,703			48,868
Total net revenues				129,605			90,279
COST OF REVENUES
K-12 Schools		)		(45,589	)		(33,429	)
CP&CE Programs		)		(39,394	)		(45,302	)
Total cost of revenues		)		(84,983	)		(78,731	)
GROSS PROFIT
K-12 Schools				25,313			7,982
CP&CE Programs				19,309			3,566
Total gross profit				44,622			11,548

All values are in US Dollars.