6-K
Ambow Education Holding Ltd. (AMBO)
UNITED STATES
SECURITIES 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 August 2025
Commission File Number: 001-34825
Ambow Education Holding Ltd.
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
10080 N. Wolfe Rd,
Suite SW3-200, Cupertino, CA 95014
United States of America
Telephone: +1 (619) 684-8954
(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 ☒ Form 40-F ☐
Other Information
Attached hereto as Exhibit 99.1 is a press release dated August 5, 2025, announcing the Company’s unaudited financial and operating results for the three-month and six-month periods ended June 30, 2025.
The information contained in Exhibits 99.2 and 99.3 on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-264878), and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
| 99.1 | Press Release, dated August 5, 2025 |
|---|---|
| 99.2 | Unaudited Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2024 and 2025 and Notes to the Unaudited Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2024 and 2025 |
| 99.3 | Management Discussion and Analysis of Financial Condition and Results of Operations |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ambow Education Holding Ltd. | |
|---|---|
| By: | /s/ Jin Huang |
| Name: | Dr. Jin Huang |
| Title: | Chief Executive Officer and Acting Chief Financial Officer |
Date: August 5, 2025
2
Exhibit 99.1
Ambow Education Announces Second Quarter andFirst Half of 2025 Financial and Operating Results
ACUPERTINO, Calif., Aug. 05, 2025 (GLOBE NEWSWIRE) -- Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE American: AMBO) a U.S.-based innovator of AI-powered phygital (physical + digital) solutions for education, corporate collaboration and live events, today announced its unaudited financial and operating results for the three-month and six-month periods ended June 30, 2025.
First Half of 2025 Financial and Operating Highlights
| ● | HybriU’s net revenues reached $1.2 million in the first half of 2025, compared with no net revenues in the first half of 2024. |
|---|---|
| ● | Established HybriU partnerships with two leading U.S. higher education<br> institutions, Colorado State University and University of the West, to elevate the phygital learning experience for students and faculty. |
| --- | --- |
| ● | Broadened the HybriU platform's addressable market by launching a series of new HybriU products for corporate applications, including HybriU Conferencing and HybriU Knowledge Capture. |
| ● | Introduced the HybriU Global Learning Network (HGLN) in July to connect U.S. institutions with students worldwide, scale enrollment and provide localized academic and enrollment support. |
| --- | --- |
“In the first half of 2025, we grew our top-line, expanded margins and improved our profitability, all driven by the increasing adoption of our HybriU platform,” said Dr. Jin Huang, Ambow’s President, Chief Executive Officer, and acting Chief Financial Officer. “Our results reflect the strength of our business model and our disciplined approach to managing resources. With $11.3 million in cash resources and HybriU's growing footprint, we’re well-positioned to meet rising demand for hybrid learning and enterprise solutions across borders. In the months ahead, we plan to roll out new HybriU products designed to help universities and global businesses improve engagement and outcomes. With our comprehensive HybriU platform and expanding partnerships, HybriU is helping reshape how people learn and work together, transcending geographic limitations with cutting-edge AI. Looking forward, we remain focused on growing HybriU's impact and building long-term value for all of our stakeholders,” Dr. Huang concluded.
Second Quarter 2025 Financial Results
| Net revenues for the second quarter of 2025 increased by 16.7% to $2.8 million from $2.4 million for the same period of 2024. The increase was primarily driven by net revenues generated from HybriU. |
|---|
| Gross profit for the second quarter of 2025 increased by 15.4% to $1.5 million from $1.3 million for the same period of 2024. Gross profit margin was 53.6% for the second quarter of 2025, compared with 54.2% for the second quarter of 2024. |
| --- |
| Operating expenses for the second quarter of 2025 decreased by 15.4% to $1.1 million from $1.3 million for the same period of 2024. The decrease was mainly attributable to reduced rental expenses. |
| --- |
| Operating income for the second quarter of 2025 was $0.3 million, compared to $0.1 million for the same period of 2024. |
| --- |
| Net income attributable to ordinary shareholders for the second quarter of 2025 was $1.8 million, or $0.03 per basic and diluted share, compared to $0.1 million, or $0 per basic and diluted share, for the same period of 2024. |
| --- |
| As of June 30, 2025, Ambow maintained cash resources of $11.3 million, comprising cash and cash equivalents of $4.0 million and restricted cash of $7.3 million. |
| --- |
First Six Months 2025 Financial Results
| Net revenues for the first six months of 2025 increased by 6.3% to $5.1 million from $4.8 million for the same period of 2024. The increase was primarily due to net revenues generated from HybriU. |
|---|
| Gross profit for the first six months of 2025 increased by 7.7% to $2.8 million from $2.6 million for the same period of 2024. Gross profit margin was 54.9%, compared with 54.2% for the same period of 2024. |
| --- |
| Operating expenses for the first six months of 2025 decreased by 23.3% to $2.3 million from $3.0 million for the same period of 2024. The decrease was primarily due to reduced rental expenses. |
| --- |
| Operating (loss) income improved to an operating income of $0.5 million for the first six months of 2025, compared with an operating loss of $0.4 million for the same period of 2024. |
| --- |
| Net income attributable to ordinary shareholders for the first six months of 2025 was $1.9 million, or $0.03 per basic and diluted share, compared to $0.2 million, or $0 per basic and diluted share, for the same period of 2024. |
| --- |
The Company’s financial and operating results for the second quarter and first half of 2025 can also be found on its Report of Foreign Private Issuer on Form 6-K, to be furnished with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.
About Ambow
Ambow Education Holding Ltd. is a U.S.-based, AI-driven technology company offering phygital (physical + digital) solutions for education, corporate conferencing and live events. Through its flagship platform, HybriU, Ambow is shaping the future of learning, collaboration and communication—delivering immersive, intelligent, real-time experiences across industries. For more information, visit Ambow’s corporate website at https://www.ambow.com/.
Follow us on X: @Ambow_Education
Follow us on LinkedIn: Ambow-education-group
Safe Harbor Statement
This press release contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates” and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Ambow and the industry. All information provided in this press release is as of the date hereof, and Ambow undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although Ambow believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
For more information, please contact:
Ambow Education Holding Ltd.
E-mail: ir@ambow.com
or
Piacente Financial Communications
Tel: +1-212-481-2050
E-mail: ambow@tpg-ir.com
2
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for shareand per share data)
| As of June 30, | |||
|---|---|---|---|
| 2025 | |||
| Unaudited | |||
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | |||
| Restricted cash | |||
| Accounts receivable, net | |||
| Prepaid and other current assets | |||
| Total current assets | |||
| Non-current assets: | |||
| Property and equipment, net | |||
| Intangible assets, net | |||
| Operating lease right-of-use asset | |||
| Other non-current assets | |||
| Total non-current assets | |||
| Total assets | |||
| LIABILITIES | |||
| Current liabilities: | |||
| Short-term borrowings | |||
| Accounts payable | |||
| Accrued and other liabilities | |||
| Income taxes payable | |||
| Operating lease liability, current | |||
| Total current liabilities | |||
| Non-current liabilities: | |||
| Operating lease liability, non-current | |||
| Other non-current liabilities | |||
| Total non-current liabilities | |||
| Total liabilities | |||
| EQUITY | |||
| Preferred shares | |||
| (0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of December 31, 2024 and June 30, 2025) | |||
| Class A Ordinary shares | |||
| (0.003 par value; 66,666,667 and 66,666,667 shares authorized, 52,419,109 and 52,419,109 shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively) | |||
| Class C Ordinary shares | |||
| (0.003 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, 2024 and June 30, 2025, respectively) | |||
| Additional paid-in capital | |||
| Accumulated deficit | ) | ) | |
| Accumulated other comprehensive loss | ) | ) | |
| Total equity | |||
| Total liabilities and equity |
All values are in US Dollars.
3
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS ANDCOMPREHENSIVE INCOME
(All amounts in thousands, except for shareand per share data)
| For the six months ended June 30, | For the three months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||
| NET REVENUES | ||||||||
| Educational programs and services | ||||||||
| HybriU licensing and selling | ||||||||
| Total net revenues | ||||||||
| COST OF REVENUES | ||||||||
| Educational programs and services | ) | ) | ) | ) | ||||
| HybriU licensing and selling | ) | ) | ||||||
| Total cost of revenues | ) | ) | ) | ) | ||||
| GROSS PROFIT | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing | ) | ) | ) | ) | ||||
| General and administrative | ) | ) | ) | ) | ||||
| Research and development | ) | ) | ) | ) | ||||
| Total operating expenses | ) | ) | ) | ) | ||||
| OPERATING (LOSS) INCOME | ) | |||||||
| OTHER INCOME (EXPENSES) | ||||||||
| Interest income (expense), net | ) | ) | ||||||
| Other income, net | ||||||||
| Gain on lease termination | ||||||||
| Total other income | ||||||||
| (LOSS) INCOME BEFORE INCOME TAX | ) | |||||||
| Income tax benefit (expense) | ) | ) | ) | |||||
| NET INCOME | ||||||||
| NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | ||||||||
| OTHER COMPREHENSIVE INCOME, NET OF TAX | ||||||||
| Other comprehensive income, net | ||||||||
| TOTAL COMPREHENSIVE INCOME | ||||||||
| Net income per share – basic and diluted | ||||||||
| Net income per ADS – basic and diluted | ||||||||
| Weighted average shares used in calculating basic and diluted net income per share |
All values are in US Dollars.
4
Exhibit 99.2
AMBOW EDUCATION HOLDING LTD.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS FOR THE SIX MONTHS ENDED
JUNE 30, 2024 AND 2025
CONTENTS
| Pages | |
|---|---|
| Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025 (Unaudited) | F-2 |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months ended June 30, 2024 and 2025 | F-5 |
| Unaudited Condensed Consolidated Statements of Changes in Equity for the Three and Six Months ended June 30, 2024 and 2025 | F-6 |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2024 and 2025 | F-7 |
| Notes to Unaudited Condensed Consolidated Financial Statements | F-8 |
F-1
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for shareand per share data)
| As of December 31, | As of June 30, | ||
|---|---|---|---|
| Note | 2024 | 2025 | |
| Audited | Unaudited | ||
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalent | 4 | ||
| Restricted cash | 4 | ||
| Accounts receivable, net | 5 | ||
| Prepaid and other current assets | 6 | ||
| Total current assets | |||
| Non-current assets: | |||
| Property and equipment, net | |||
| Intangible assets, net | |||
| Operating lease right-of-use asset | 15 | ||
| Other non-current assets | 7 | ||
| Total non-current assets | |||
| Total assets |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(All amounts in thousands, except for shareand per share data)
| As of December 31, | As of June 30, | ||
|---|---|---|---|
| Note | 2024 | 2025 | |
| Audited | Unaudited | ||
| LIABILITIES | |||
| Current liabilities: | |||
| Short-term borrowings | 8 | ||
| Accounts payable | |||
| Accrued and other liabilities | 9 | ||
| Income taxes payable | |||
| Operating lease liability, current | 15 | ||
| Total current liabilities | |||
| Non-current liabilities: | |||
| Operating lease liability, non-current | 15 | ||
| Other non-current liabilities | 10 | ||
| Total non-current liabilities | |||
| Total liabilities |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(All amounts in thousands, except for shareand per share data)
| As of December 31, | As of June 30, | |||
|---|---|---|---|---|
| 2024 | 2025 | |||
| Audited | Unaudited | |||
| EQUITY | ||||
| Preferred shares | ||||
| (0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2024 and June 30, 2025) | ||||
| Class A Ordinary shares | ||||
| (0.003 par value; 66,666,667 and 66,666,667 shares authorized; 52,419,109 and 52,419,109 shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively) | ||||
| Class C Ordinary shares | ||||
| (0.003 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, 2024 and June 30, 2025, respectively) | ||||
| Additional paid-in capital | ||||
| Accumulated deficit | ) | ) | ||
| Accumulated other comprehensive loss | ) | ) | ||
| Total equity | ||||
| Total liabilities and equity |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME
(All amounts in thousands, except for shareand per share data)
| For the six months ended June 30, | For the three months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | 2024 | 2025 | 2024 | 2025 | |||||
| NET REVENUES | |||||||||
| Educational program and services | |||||||||
| HybriU licensing and selling | |||||||||
| Total net revenues | |||||||||
| COST OF REVENUES | |||||||||
| Educational program and services | ) | ) | ) | ) | |||||
| HybriU licensing and selling | ) | ) | |||||||
| Total cost of revenues | ) | ) | ) | ) | |||||
| GROSS PROFIT | |||||||||
| Operating expenses: | |||||||||
| Selling and marketing | ) | ) | ) | ) | |||||
| General and administrative | ) | ) | ) | ) | |||||
| Research and development | ) | ) | ) | ) | |||||
| Total operating expenses | ) | ) | ) | ) | |||||
| OPERATING (LOSS) INCOME | ) | ||||||||
| OTHER INCOME (EXPENSES) | |||||||||
| Interest income (expense), net | ) | ) | |||||||
| Other income, net | |||||||||
| Gain on lease termination | |||||||||
| Total other income | |||||||||
| (LOSS) INCOME BEFORE INCOME TAX | ) | ||||||||
| Income tax benefit (expense) | 13 | ) | ) | ) | |||||
| NET INCOME | |||||||||
| NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | |||||||||
| OTHER COMPREHENSIVE INCOME, NET OF TAX | |||||||||
| Other comprehensive income, net | |||||||||
| TOTAL COMPREHENSIVE INCOME | |||||||||
| Net income per share - basic and diluted | 14 | ||||||||
| Net income per ADS - basic and diluted | 14 | ||||||||
| Weighted average shares used in calculating basic and diluted net income per share | 14 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CHANGES IN EQUITY
(All amounts in thousands, except for shareand per share data)
| Attributable<br> to Ambow Education Holding Ltd.’s Equity | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accumulated | ||||||||||||||
| Class A Ordinary | Class C Ordinary | Additional | other | |||||||||||
| shares | shares | paid-in | Statutory | Accumulated | comprehensive | Total | ||||||||
| Note | Shares | Amount | Shares | Amount | capital | reserves | deficit | loss | Equity | |||||
| Balance as of January 1, 2025 | 52,419,109 | 4,708,415 | ) | ) | ||||||||||
| Net income | — | — | ||||||||||||
| Balance as<br> of March 31, 2025 | 52,419,109 | 4,708,415 | ) | ) | ||||||||||
| Net income | — | — | ||||||||||||
| Balance as<br> of June 30, 2025 | 52,419,109 | 4,708,415 | ) | ) | ||||||||||
| Balance as of January 1, 2024 | 52,419,109 | 4,708,415 | ) | ) | ||||||||||
| Net income | — | — | ||||||||||||
| Balance as<br> of March 31, 2024 | 52,419,109 | 4,708,415 | ) | ) | ||||||||||
| Net income | — | — | ||||||||||||
| Balance as<br> of June 30, 2024 | 52,419,109 | 4,708,415 | ) | ) |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS
(All amounts in thousands, except for shareand per share data)
| For the six months ended June 30, | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| Cash flows from operating activities | ||||
| Net cash (used in)/provided by operating activities | ) | |||
| Cash flows from investing activities | ||||
| Net cash provided by/(used in) investing activities | ) | |||
| Cash flows from financing activities | ||||
| Proceeds from short-term borrowings | ||||
| Repayments of short-term borrowings | ) | |||
| Proceeds from borrowing from related parties | ||||
| Repayments of borrowing from related parties | ) | |||
| Net cash (used in)/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 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-7
AMBOW EDUCATION HOLDING LTD.
NOTES TO UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except for shareand per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
The accompanying consolidated financial statements include the financial statements of Ambow Education Holding Ltd. (hereinafter referred to as the “Company”) and its subsidiaries. The Company and its subsidiaries are hereinafter collectively referred to as the “Group.” The Group is a U.S.-based innovator of AI-powered phygital (physical + digital) solutions for education, corporate collaboration and live events. Its mission is to eliminate barriers between physical and digital environments, languages and regions, and academia and industry. As an innovator in AI-powered phygital solutions, the Group bridges the gap between physical and digital experiences across education, corporate collaboration, and live events. Through its network of for-profit colleges, the Group provides high-quality, personalized, and dynamic career education services and products.
2. LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2025, the Group’s consolidated current assets exceeded its consolidated current liabilities by $5,279, reflecting a positive working capital balance. The Group’s consolidated net assets were $8,621 as of June 30, 2025. The Group assesses that it could meet its obligations for the next 12 months from the issuance date of the condensed consolidated financial statements.
The Group’s principal sources of liquidity were cash provided by operating activities, bank borrowings. The Group reported net cash used in operating activities of $601 for the six months ended June 30, 2024, and net cash provided by operating activities of $978 for the same period in 2025. As of June 30, 2025, the Group had $4,064 in unrestricted cash and cash equivalents.
The Group’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to continuously 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 Group may not be able to achieve profitability.
The Group believes 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 the Group to meet presently anticipated cash needs for at least the next 12 months after the issue date of the unaudited condensed consolidated financial statements, and the Group has prepared the unaudited condensed consolidated financial statements on a going concern basis. However, the Group continues to have ongoing obligations and expects that it will require additional capital to execute its longer-term business plan. If the Group 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 Group will raise additional capital if needed.
3. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of presentation
The accompanying unaudited condensed consolidated financial statements of the Group 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 2024 Annual Report filed with the SEC on March 28, 2025. The interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year or any future periods. ****
F-8
b. Revenue recognition
The Group 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 Group 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 Group has two reportable segments. One reportable segment generates revenue from providing career-oriented higher education services to undergraduate students. The other reportable segment generates revenue from the sale and licensing of HybriU solutions.
For undergraduate students, usually there are no written formal contracts between the Group 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 undergraduate students, the Group’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 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 Group 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 of delivery of the HybriU solution because the solution is considered functional intellectual property due to its significant standalone functionality, and the Group does not expect to substantively change that functionality in any way that would significantly affect the utility of the solution after delivery. The Group 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 which is also in line with the Group’s expectations. There is no variable consideration and significant financing component.
For sales of HybriU solutions, the performance obligation is similarly fulfilled at the point in time when control of the product transfers to the customer. This includes the delivery of hardware and the full software package, along with all necessary documentation and resources for immediate use. Revenue is recognized upon delivery, as the customer obtains control and the ability to direct the use of the solution at that point.
The Group generally provide a standard warranty for a period of 12 months from the date of delivery of the products. The Group determines that such product warranty is not a separated performance obligation because the nature of warranty is to provide assurance that a product will function as expected and in accordance with customer’s specification and the Group has not sold the standard warranty separately. As the Group has only recently commenced sales and, based on estimates, does not expect to incur any significant warranty costs in the future, it has determined that no provision for warranty expenses is required for the period ended 30 June 2025.
F-9
Contract Balances
The Group classifies its right to consideration in exchange for service transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Group recognizes accounts receivable in its consolidated balance sheets when it performs a service in advance of receiving consideration and it has the unconditional right to receive consideration. A contract asset is recorded when the Group has transferred services to the customer before payment is received or is due. The Group did not record contract assets as of December 31, 2024 and June 30, 2025.
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, 2023 and 2024, the Group has deferred revenue amounted $544 and $436, respectively. For the six months ended June 30, 2024 and 2025, the Group has recognized $122 and $226 in educational programs and services revenue from the deferred revenues balance as of December 31, 2023 and 2024, respectively. As of June 30, 2025, the Group has deferred revenue amounted $210.
c. Segment reporting
In accordance with ASC 280-10, Segment Reporting: Overall, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer.
In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands public entities’ segment disclosures, among others, requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss; an amount and description of its composition for other segment items; and interim disclosures of a reportable segment’s profit or loss and assets.
The Group’s chief operating decision maker has been identified as the Chief Executive Officer who reviews financial information of operating segments based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Group. For the three-month and six-month periods ended June 30, 2024 and 2025, the Group present financial information disaggregated by business components including (i) Educational programs and services and (ii) HybriU licensing and selling for internal management purposes.
The Group’s CODM makes decisions on resource allocation, evaluates operating performance, and monitors budget versus actual results using net income. There is no reconciling items or adjustments between segment income and net income as presented in the Group’s statements of operations. The CODM does not review assets in evaluating the segment results and therefore such information is not presented.
d. 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 and long-term receivable included in other non-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. The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts.
e. Leases
The Group 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 Group recognizes operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-term lease and not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. The Group 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 Group’s incremental borrowing rate over a similar term of the lease payments at lease commencement. Some of the Group’s lease agreements contain renewal options; however, the Group do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Group 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 Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
When none of the criteria of finance lease are met, a lessee shall classify the lease as an operating lease.
f. Income taxes
Income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance 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 the 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 June 30 2025, the Company did not have any interest or penalty on tax deficiencies.
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, 2024 and June 30 2025, respectively.
F-10
g. Recently issued accounting standards
In December, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The Group is currently evaluating the impact of the above new accounting pronouncement or guidance on the consolidated financial statements.
In November, 2024, the FASB issued ASU No. 2024-03, Income Statement (Topic 220)- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2024-03 requires publicly-traded business entities to disclose specified information about the components of certain costs and expenses that are currently disclosed in the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Group is currently evaluating the impact of the above new accounting pronouncement or guidance on the consolidated financial statements.
Recently issued ASUs by the FASB, except for the one mentioned above, have no material impact on the Group’s consolidated results of operations or financial position.
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, 2024 | June 30, 2025 | |
| Unaudited | ||
| Cash and cash equivalents | ||
| Restricted cash (Note i) | ||
| Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated<br> statements of cash flows |
All values are in US Dollars.
(Note i) Restricted cash required by U.S. Department of Education and the deposits necessary to secure lines of credit from financial institutions.
5. ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
| As of | ||||
|---|---|---|---|---|
| December 31, 2024 | June 30, 2025 | |||
| Unaudited | ||||
| Accounts receivable | ||||
| Less: Allowance for credit losses | ) | ) | ||
| Accounts receivable, net |
All values are in US Dollars.
Allowances for credit losses of nil and nil were provided during the six months ended June 30, 2024 and 2025, respectively. Allowances for credit losses of $90 and $8 were reversed during the six months ended June 30, 2024 and 2025, respectively. Allowances for credit losses of nil and nil were written off during the six months ended June 30, 2024 and 2025, respectively.
F-11
6. PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets consisted of the following:
| As of | ||||
|---|---|---|---|---|
| December 31, 2024 | June 30, 2025 | |||
| Unaudited | ||||
| Inventories | ||||
| Prepayments to suppliers | ||||
| Loans to third parties | ||||
| Receivables due from third-party (Note i) | ||||
| Others (Note ii) | ||||
| Total before allowance for credit losses | ||||
| Less: allowance for credit losses (Note i) | ) | ) | ||
| Total |
All values are in US Dollars.
(Note i) Long-term receivable, net related to Bay State College and expected to be collected less than twelve months.
(Note ii) Others mainly included prepaid education supplies, prepaid outsourcing service fee, and other miscellaneous items.
7. OTHER NON-CURRENT ASSETS
Other non-current assets consisted of the following:
| As of | ||||
|---|---|---|---|---|
| December 31, 2024 | June 30, 2025 | |||
| Unaudited | ||||
| Long-term receivables (Note i) | ||||
| Long-term lease deposits | ||||
| Educational content | ||||
| Others | ||||
| Sub-total | ||||
| Less: allowance for doubtful accounts (Note i) | ) | ) | ||
| Total |
All values are in US Dollars.
(Note i) Long-term receivables related to Bay State College. 60% of the total value is expected to be collected by the end of the year 2025, and the remaining 40% will be due by the end of the year 2026.
F-12
8. SHORT-TERM BORROWINGS
The following table sets forth the loan agreements of short-term borrowings from banks:
| Amount | Annual<br> Interest | Repayment |
|---|
| Date | Borrower | Lender | () | Rate | | | Due Date |
| January 9, 2024 | Ambow Education Inc. | Cathay BANK | | | 6.00 | % | December 27, 2025 |
| October 11, 2022 | Ambow Education Inc. | Cathay BANK | | | 6.29 | % | October 10, 2025 |
| June 12, 2025 | NewSchool of Architecture & Design | EverTrust Bank | | | 6.75 | % | Based on the actual repayment |
All values are in US Dollars.
In October 2022 and January 2024, the Group pledged its restricted cash amount of $1,500 and $1,200, respectively, to obtain the borrowings amount of $1,500 and $1,200 from Cathay Bank. Refer to the Note 4-Cash, Cash Equivalents and Restricted Cash.
In April 2025, the Group entered into a loan agreement with Evertrust Bank for $2,500. The loan bears variable interest at the prime rate minus 0.75% with monthly interest payments commencing May 1, 2025. The outstanding balance under the loan agreement is secured by substantially all assets of the NewSchool and is guaranteed by the Company. As of June 30,2025, the outstanding balance under the loan agreement was $2,204.
On October 11, 2022, the Group received a loan from Cathay Bank in the amount of $1,500 with its original maturity date of October 11, 2023, which was renewed on November 6, 2023 with a maturity date of October 11, 2024 and bearing interest at 6.29% per annum. On January 9, 2024, the Group received a loan from Cathay Bank in the amount of $1,200 with its original maturity date of December 28, 2024 and bearing interest at 6.00% per annum. The above loans from Cathay Bank were renewed respectively in September and November 2024 to a renewed maturity date of October 10, 2025 and December 27, 2025. The pledges shall be terminated once all borrowings have been repaid and pledge cancellation registration procedures have been completed.
9. ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities consisted of the following:
| As of | ||
|---|---|---|
| December 31,<br>2024 | June 30,<br>2025 | |
| Unaudited | ||
| Accrued payroll and welfare | ||
| Sales tax and others | — | 2 |
| Amounts due to students | ||
| Deferred revenue | ||
| Amounts due to landlord for Lease Termination (Note i) | ||
| Others | ||
| Total |
All values are in US Dollars.
(Note i) The payment due to the former landlord within the next 12 months. In June 2025, the Group entered into a settlement agreement with the landlord. Refer to Note 10-Other non-current liabilities.
F-13
10. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consisted of the following:
| As of | ||
|---|---|---|
| December 31, 2024 | June 30, 2025 | |
| Unaudited | ||
| Amounts due to landlord for Lease Termination (Note i) | ||
| Total |
All values are in US Dollars.
(Note i) On July 15, 2024, Art Block Investors, LLC filed an unlawful detainer action against NewSchool in the San Diego Superior Court, seeking possession of the premises and $2.26 million in unpaid rent and common area maintenance fees.
In June 2025, the Group entered into a settlement agreement with the landlord, resulting in a gain of $1.5 million, which mainly represented the amount of remaining lease liabilities deducting the payable amount agreed in settlement agreement, netting of right-of-use assets at the settlement date. According to the settlement agreement, the Group is required to pay $1.0 million within three days after the signing of the agreement. Starting from May 2025, the Group shall make additional payments of $1.0 million in installments over the following two years.
11. CONCENTRATIONS
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, other receivable and other non-current assets. The Group places its cash and cash equivalents with financial institutions with high-credit ratings in the U.S. The Group conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Group evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts.
The Group evaluates its concentrations of the operations are as follows:
No single customer represented 10% or more of the Group’s total revenues for the six months ended June 30, 2024, and 2025.
No single supplier represented 10% or more of the Group’s total costs of sales for the six months ended June 30, 2024, and 2025.
No single debtor accounted for 10% or more of the Group’s consolidated prepaid and other current assets and other non-current assets as of December 31, 2024 and June 30, 2025.
The debtors who accounted for 10% or more of the Group’s consolidated accounts receivable was as follows:
| As of June 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2025 | ||||||
| Debtors | % | % | |||||
| Accounts receivable | |||||||
| Company A | — | 23 | % |
All values are in US Dollars.
F-14
12. SHARE-BASED COMPENSATION
Amended and Restated 2010 Equity Incentive Plan
On June 1, 2010, the Group 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 10 years after its adoption. On December 21, 2018, the Group amended and restated the 2010 Plan, or the “Amended and Restated 2010 Plan,” which became effective upon the approval of the Board of Directors and shareholders. The plan will continue in effect for 10 years from the date adopted by the Board, unless terminated earlier under section 18 of the plan.
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 6,500,000 ordinary shares. The number of ordinary shares available for issuance under the Plan shall automatically increase on the first trading day of January each calendar year during the term of the Plan, beginning with the calendar year 2025, resulting in the aggregate number of ordinary shares available under this Plan equaling fifteen percent (15%) of the total number of ordinary shares outstanding on the last trading day in December of the immediately preceding calendar year minus the total number of reserved and available shares under the Company’s 2005 Plan and 2010 Plan.
Share options
Management of the Group is responsible for determining the fair value of options granted and has considered a number of factors when making this determination, including valuations. The Group did not grant options during the six months ended June 30, 2024 and 2025. As of December 31, 2024 and June 30, 2025, all share options were vested and previously expensed.
Restricted stock awards
On November 22, 2018, the Board of Directors approved the grant of 200,000 Class A ordinary shares of restricted stock to senior employees of the Group. Twenty-five percent of the awards vested on the one-year anniversary of the vesting commencement date, and the remainder shall vest in equal and continuous monthly installments over the following thirty-six months thereafter, subject to participants’ continuing service of the Group through each vesting date. During the six months ended June 30, 2024 and 2025, nil and nil shares of restricted stock were grant or vested, respectively.
The Group recorded share-based compensation expenses of nil and nil in general and administrative expenses for the restricted stock awards for the six months ended June 30, 2024 and 2025, respectively. The unrecognized share-based compensation expenses amounted to nil as of June 30, 2025.
F-15
13. 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.
U.S.
Significant components of the provision for income taxes on earnings for the six months ended June 30, 2024 and 2025 are as follows:
| Six months ended June 30, | |||
|---|---|---|---|
| 2024 | 2025 | ||
| Unaudited | Unaudited | ||
| Current: | ) | ||
| Deferred: | |||
| Provision for income tax benefit (expenses) | ) |
All values are in US Dollars.
Reconciliation between total income tax expense and the amount computed by applying the U.S. statutory income tax rate to income before income taxes is as follows:
| Six months ended<br> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| % | % | |||||
| Unaudited | Unaudited | |||||
| Weighted average statuary tax rate | 21 | % | 21 | % | ||
| States taxes, net of federal benefit | 6 | % | (2 | )% | ||
| Tax effect of non-deductible expenses | (1 | )% | — | % | ||
| Tax effect of non-taxable income | — | % | — | % | ||
| Changes in valuation allowance | (28 | )% | (17 | )% | ||
| Effect of tax amendment | 177 | % | — | % | ||
| Effective tax rate | 175 | % | 2 | % |
F-16
14. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income per share for the periods indicated:
| Six months ended June 30, | ||
|---|---|---|
| 2024 | 2025 | |
| Unaudited | Unaudited | |
| Numerator: | ||
| Numerator for basic and diluted net income per share | ||
| Denominator: | ||
| Denominator for basic and diluted net income per share weighted average ordinary shares outstanding | ||
| Basic and diluted net income per share | ||
| Basic and diluted net income per ADS (Note i) |
All values are in US Dollars.
(Note i) In February 2024, the Company changed the ratio of its American depositary shares (“ADSs”) to its Class A ordinary shares from one (1) ADS, representing two (2) Class A ordinary shares, to one (1) ADS representing twenty (20) Class A ordinary shares.
Basic income per share is computed using the weighted average number of the ordinary shares outstanding during the six months ended June 30, 2024 and 2025. Diluted income per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the six months ended June 30, 2024 and 2025.
15. LEASES
The Group has operating leases for classrooms, dormitories, and corporate offices.
The components of lease expense were as follows:
| Six Months ended June 30, | ||
|---|---|---|
| 2024 | 2025 | |
| Unaudited | Unaudited | |
| Operating lease expense |
All values are in US Dollars.
Supplemental cash flow information related to leases was as follows:
| Six Months ended June 30, | ||
|---|---|---|
| 2024 | 2025 | |
| Unaudited | Unaudited | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows used in operating leases |
All values are in US Dollars.
F-17
Supplemental balance sheet information related to leases was as follows:
| Six Months ended <br> June 30, |
|---|
| | 2024 | | | 2025 | | |
| | Unaudited | | | Unaudited | | |
| Weighted-average Remaining Lease Term | | | | | | |
| Operating leases | | 1.70 Years | | | 5.20 Years | |
| Weighted-average Discount Rate | | | | | | |
| Operating leases | | 4.32 | % | | 6.85 | % |
The Group’s lease agreements do not have a readily determinable discount rate. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Group 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 June 30, 2024 and 2025, respectively.
The weighted-average remaining lease terms were calculated using the remaining lease term and the lease liability balance for each lease as of June 30, 2024 and 2025, respectively.
As of June 30, 2025, maturities of lease liabilities were as follows:
| Amount | ||
|---|---|---|
| Unaudited | ||
| For the six months ending December 31, 2025 (remaining) | ||
| For the year ending December 31, | ||
| 2026 | ||
| 2027 | ||
| 2028 | ||
| 2029 | ||
| Thereafter | ||
| Total lease payments | ||
| Less: interest | ) | |
| Total | ||
| Less: current portion | ) | |
| Non-current portion |
All values are in US Dollars.
As of June 30, 2025, the Group had no material operating or finance leases that had not yet commenced.
F-18
16. SEGMENT REPORTING
Pursuant to ASC 280-10, Segment Reporting: Overall, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The CODM reviews financial information of operating segments prepared based on U.S. GAAP when making decisions about allocating resources and assessing performance of the Group.
In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280). Consistent with ASU 2023-07, the Group evaluates its operating segments. For the three-month and six-month periods ended June 30, 2024 and 2025, the Group present financial information disaggregated by business components including (i) Educational programs and services and (ii) HybriU licensing and selling for internal management purposes.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The CODM evaluates performance based on each reporting segment’s revenues and cost of revenues and uses these results to evaluate the performance of, and to allocate resources to each of the segments. The CODM does not review the financial position by operating segment, thus total assets by operating segment is not presented.
| For the six months ended June 30, | For the three months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||
| NET REVENUES | ||||||||
| Educational programs and services | ||||||||
| HybriU licensing and selling | ||||||||
| Total net revenues | ||||||||
| COST OF REVENUES | ||||||||
| Educational programs and services | ) | ) | ) | ) | ||||
| HybriU licensing and selling | ) | ) | ||||||
| Total cost of revenues | ) | ) | ) | ) | ||||
| GROSS PROFIT | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing | ) | ) | ) | ) | ||||
| General and administrative | ) | ) | ) | ) | ||||
| Research and development | ) | ) | ) | ) | ||||
| Total operating expenses | ) | ) | ) | ) | ||||
| OPERATING (LOSS) INCOME | ) | |||||||
| OTHER INCOME (EXPENSES) | ||||||||
| Interest income (expense), net | ) | ) | ||||||
| Other income, net | ||||||||
| Gain on lease termination | ||||||||
| Total other income | ||||||||
| (LOSS) INCOME BEFORE INCOME TAX | ) |
All values are in US Dollars.
F-19
Exhibit 99.3
MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the periods specified in the earnings release included as an exhibit to this Form 6-K. We undertake no obligation to publicly update any forward-looking statements in such earnings release or otherwise included in this Form 6-K.
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 six months ended June 30, 2025, net revenues increased by $0.3 million to $5.1 million from $4.8 million in the same period of 2024. For the three months ended June 30, 2025, net revenues increased by $0.4 million to $2.8 million from $2.4 million in the same period of 2024. The increases were primarily due to net revenues generated by HybriU.
Net income for the six months ended June 30, 2025, was $1.9 million, compared to $0.2 million in the same period of 2024. Net income for the three months ended June 30, 2025, was $1.8 million, compared to $0.1 million in the same period of 2024.
Factors Affecting the Results of Operations
General factors affecting the results of operations
While our business is influenced by factors affecting the U.S. education industry in general, we believe our business is more directly affected by company-specific factors, including, among others:
| ● | The number of student enrollments and fees we charge. The number<br>of student enrollments is largely driven by the demand for our educational programs, the amount of fees we charge, the effectiveness of<br>our marketing and brand promotion efforts, the locations and capacity of our campuses, our ability to maintain the consistency and quality<br>of our teaching, and our ability to respond to competitive pressures, as well as seasonal factors. We plan to continue to add new offerings<br>to attract students of different needs and provide cross-selling opportunities. Our course fees are determined based on several factors,<br>including market demand, the target audience, campus location and capacity, the cost of delivering our programs, and the pricing of comparable<br>courses offered by competitors. |
|---|---|
| ● | The number of orders and contracts we obtain. Our product revenue is directly impacted by the<br> number and value of orders and contracts we secure. A higher volume of confirmed orders generally results in increased revenue, as<br> it indicates strong market demand and effective sales performance. Conversely, a decrease in order volume may adversely affect revenue,<br> 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/for our teachers, and rental- and teaching-related expenses. A substantial majority of our operating expenses are selling and marketing, general and administrative, and research and development expenses. |
| --- | --- |
Effects of disposals and other strategic plans
There were no acquisitions or disposals during the six-month period ended June 30, 2025.
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 six months ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2024 | 2025 | 2025 | |||||||
| % | % | |||||||||
| (in thousands, except percentages) | ||||||||||
| Net revenues | 100.0 | 100.0 | ||||||||
| Cost of revenues | ) | (46.3 | ) | ) | (44.7 | ) | ||||
| Gross Profit | 53.7 | 55.3 |
All values are in US Dollars.
| For the three months ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2024 | 2025 | 2025 | |||||||
| % | % | |||||||||
| (in thousands, except percentages) | ||||||||||
| Net revenues | 100.0 | 100.0 | ||||||||
| Cost of revenues | ) | (44.4 | ) | ) | (46.7 | ) | ||||
| Gross Profit | 55.6 | 53.3 |
All values are in US Dollars.
Net revenues
In the six months ended June 30, 2024 and 2025, and three months ended June 30, 2024 and 2025, net revenues were $4.8 million, $5.1 million, $2.4 million and $2.8 million, respectively. The increases were primarily due to revenues generated by HybriU.
Cost of revenues
Cost of revenues for educational programs services and HybriU licensing and selling primarily consists of:
| ● | Teaching fees and performance-linked bonuses paid to our teachers. Our teachers consist of both full-time teachers 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<br>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. |
| --- | --- |
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Gross profit and gross margin
Gross profit was $2.6 million, $2.8 million, $1.3 million and $1.5 million in the six months ended June 30, 2024, and 2025 and the three months ended June 30, 2024, and 2025, respectively.
Gross margin was 53.7%, 55.3%, 55.6% and 53.3% in the six months ended June 30, 2024, and 2025 and the three months ended June 30, 2024, and 2025, respectively. The increases in gross margin were mainly attributable to the higher profit margins in HybriU-related activities.
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 six months ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2024 | 2025 | 2025 | |||||||
| % | % | |||||||||
| (in thousands, except percentages) | ||||||||||
| Net revenues | 100.0 | 100.0 | ||||||||
| Operating expenses: | ||||||||||
| Selling and marketing | ) | (11.5 | ) | ) | (9.8 | ) | ||||
| General and administrative | ) | (47.8 | ) | ) | (32.3 | ) | ||||
| Research and development | ) | (3.1 | ) | ) | (4.0 | ) | ||||
| Total operating expenses | ) | (62.4 | ) | ) | (46.1 | ) |
All values are in US Dollars.
| For the three months ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2024 | 2025 | 2025 | |||||||
| % | % | |||||||||
| (in thousands, except percentages) | ||||||||||
| Net revenues | 100.0 | 100.0 | ||||||||
| Operating expenses: | ||||||||||
| Selling and marketing | ) | (10.5 | ) | ) | (9.9 | ) | ||||
| General and administrative | ) | (39.3 | ) | ) | (27.9 | ) | ||||
| Research and development | ) | (3.1 | ) | ) | (3.7 | ) | ||||
| Total operating expenses | ) | (52.9 | ) | ) | (41.4 | ) |
All values are in US Dollars.
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 decreased by 16.7% to $0.5 million for the six months ended June 30, 2025, from $0.6 million for the same period of 2024. The decreases in selling and marketing expenses in the six months ended June 30, 2025, which were primarily due to streamlining of sales channels.
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 30.4% to $1.6 million for the six months ended June 30, 2025, from $2.3 million for the same period of 2024, and decreased by 11.1% to $0.8 million for the three months ended June 30, 2025, from $0.9 million for the same period of 2024. The decreases were primarily attributed to reduced rental expenses.
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Research and development. Our research and development consisted of personnel-related expenses directly associated with our research and development organization, depreciation of equipment used in research and development, and allocated overhead. Our research and development expenses were essentially stable for the six months and three months ended June 30, 2025 and 2024.
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 consolidated financial statements.
Critical accounting estimates
The preparation of 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 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; 3) Intangible assets; 4) income tax; 5) lease. See Note 3—Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies in the Company’s 2024 Annual Report filed with the SEC on March 28, 2025.
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 (i) allowance for credit losses; (ii) impairment of long-lived assets, and (iii) valuation allowance for deferred tax assets as follows:
Allowance for credit losses
Our accounts receivable and long-term receivables included in other non-current assets are within the scope of ASC 326. For accounts receivable, we estimate the loss rate based on historical experience, the age of the receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. For other receivables, we review other receivables on a periodic basis and makes allowance on an individual basis when there is doubt as to the collectability. Other receivables are written off after all collection efforts have been exhausted. The facts and circumstances of each account may require us to use substantial judgment in assessing its collectability. When facts subsequently become available to indicate that the allowance provided requires an adjustment, a corresponding adjustment is made to the allowance account as a change in estimate.
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Impairment of long-lived assets
We review our long-lived assets 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 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, we will recognize an impairment loss based on the fair value of the assets, using the expected future discounted cash flows. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated.
Allowance for deferred tax assets
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax assets will not be realized. We follow FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Changes to the estimates for the tax consequences in future years can significantly affect the valuation allowance for deferred tax assets.
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 ConsolidatedStatements of Operations
| For the six months ended June 30, | For the three months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||
| (in thousands) | ||||||||
| Consolidated Statement of Operations Data: | ||||||||
| NET REVENUES: | ||||||||
| - Educational programs and services and HybriU licensing and selling | ||||||||
| COST OF REVENUES: | ||||||||
| - Educational programs and services and HybriU licensing and selling | ) | ) | ) | ) | ||||
| GROSS PROFIT | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing | ) | ) | ) | ) | ||||
| General and administrative | ) | ) | ) | ) | ||||
| Research and development | ) | ) | ) | ) | ||||
| Total operating expenses | ) | ) | ) | ) | ||||
| OPERATING (LOSS) INCOME | ) | |||||||
| OTHER INCOME | ||||||||
| (LOSS) INCOME BEFORE INCOME TAX | ) | |||||||
| Income tax benefit (expense) | ) | |||||||
| NET INCOME | ||||||||
| NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS |
All values are in US Dollars.
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Six and three months ended June 30,2025, compared with the six and three months ended June 30, 2024
Net revenues. Net revenues increased by $0.3 million to $5.1 million for the six months ended June 30, 2025, from $4.8 million in the same period of 2024, and increased by $0.4 million to $2.8 million for the three months ended June 30, 2025, from $2.4 million in the same period of 2024. The increase was primarily due to revenues generated by HybriU.
Cost of revenues. Cost of revenues amounted to $2.3 million for the six months ended June 30, 2025, increasing from $2.2 million in the same period of 2024. For the three months ended June 30, 2025, cost of revenues increased by $0.2 million to $1.3 million for the three months ended June 30, 2025, from $1.1 million in the same period of 2024. The increase was mainly driven by sales of HybriU products.
Gross profit. Gross profit increased to $2.8 million in the six months ended June 30, 2025, from $2.6 million in the same period of 2024, and increased to $1.5 million in the three months ended June 30, 2025, from $1.3 million in the same period of 2024.
Gross margin. Gross margin increased to 55.3% in the six months ended June 30, 2025, from 53.7% in the same period of 2024, and decreased to 53.3% in the three months ended June 30, 2025, from 55.6% in the same period of 2024.
Operating expenses. Total operating expenses decreased by 23.3% to $2.3 million for the six months ended June 30, 2025 from $3.0 million for the same period of 2024, and decreased by 15.4% to 1.1 million for the three months ended June 30, 2025 from $1.3 million for the same period of 2024. The analysis of changes is listed below.
| ● | Selling and marketing expenses. Selling and marketing expenses decreased by 16.7% to $0.5 million for the six months ended June 30, 2025, from $0.6million in the same period of 2024. The decreases were mainly attributable to streamlining of sales channels. |
|---|---|
| ● | General and administrative expenses. General and administrative expenses<br>decreased by 30.4% to $1.6 million for the six months ended June 30, 2025, from $2.3 million in the same period of 2024, and decreased<br>by 11.1% to $0.8 million for the three months ended June 30, 2024, from $0.9 million in the same period of 2024. The decreases were primarily<br>attributable to lower rental expenses. |
| --- | --- |
| ● | Research and development expenses. Our research and development expenses were essentially unchanged for the six months and three months ended June 30, 2025 and 2024. |
| --- | --- |
Other income. Other income was $1.5 million for the six months and three months ended June 30, 2025, compared with $0.1 million in the same period of 2024.
Income. In line with the above-mentioned factors, there was an income of $1.9 million for the six months ended June 30, 2025, compared with the income of $0.2 million in the same period of 2024. Income for the three months ended June 30, 2025 was $1.8 million, compared with the income of $0.1 million in the same period of 2024.
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B. Liquidity and Capital Resources
As of June 30, 2025, our consolidated current assets exceeded consolidated current liabilities by $5.3 million. With certain non-cash payment adjustments excluded, there would have been a positive working capital balance as of June 30, 2025. Our consolidated net assets were $8.6 million as of June 30, 2025.
Our principal sources of liquidity were cash provided by operating activities and bank borrowings. We had net cash used in operating activities of $0.6 million and net cash provided by $1.0 million for the six months ended June 30, 2024 and 2025, respectively. As of June 30, 2025, we had $4.0 million in unrestricted cash and cash equivalents.
Our operating results for future periods are subject to numerous uncertainties, and it is uncertain if we will be able to continuously 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 unaudited 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, 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 Group will raise additional capital if needed.
Short-term borrowings
Loan agreements for short-term borrowings consisted of the following:
| As of December 31, | As of June 30, | ||
|---|---|---|---|
| Maturities | 2024 | 2025 | |
| (In thousands) | |||
| Short-term bank borrowing from Cathay Bank | October 2025 | ||
| Short-term bank borrowing from Cathay Bank | December 2025 | ||
| Short-term bank borrowing from EverTrust Bank | Based on the actual repayment |
All values are in US Dollars.
The weighted average interest rate of the outstanding borrowings was 6.16% and 6.22% per annum as of December 31, 2024 and June 30, 2025, respectively. The fair values of the borrowings approximate their carrying amounts. The weighted average borrowings for the six months ended June 30, 2024, and 2025 were $2.7 million and $3.0 million, respectively.
The borrowings incurred interest expenses of $0.1 million and $0.1 million for the six months ended June 30, 2024, and 2025, respectively. There was neither capitalization as additions to construction in progress nor guarantee fees for the six months ended June 30, 2024, and 2025, respectively.
See Note 8 Short-Term Borrowings to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 6-K for further information.
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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.
C. Research and Development, Patentsand Licenses
As of June 30, 2025, we employed six full-time and part-time software and educational professionals. We spent $0.2 million and $0.2 million on research and development expenses for the six months ended June 30, 2024 and 2025, 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 “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 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 December 31, 2024 and June 30, 2025.
F. Contractual Long-Term Obligations
The following table presents a summary of the contractual long-term obligations and payments by period as of June 30, 2025.
| Payments Due by Period | |||||
|---|---|---|---|---|---|
| 2025 | |||||
| Total | (remaining) | 2026-2027 | 2028-2029 | Thereafter | |
| (in millions) | |||||
| Operating lease obligations | |||||
| Amounts due to landlord for lease termination |
All values are in US Dollars.
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