Ambow Education Holding Ltd 10-K for FY2025

Ambow Education Holding Ltd. (AMBO)

10-K 2026-02-13 For: 2025-12-31

Added on April 06, 2026

About this 10-K

Ambow Education Holding Ltd filed this 10-K on February 13, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $9.47M; up 0.8% from $9.39M a year earlier
Net income: $1.36M; up 339.8% from net income of $309K a year earlier
Diluted EPS: $0.02; up 337.0% from $0.01 a year earlier

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Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10080 N. Wolfe RD, Suite SW3-200, Cupertino, CA		95014
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American depositary shares (one American depositary share representing twenty Class A Ordinary Shares, par value $0.003 per share) **	AMBO	NYSE American LLC
Class A Ordinary Shares, par value $0.003 per share*		NYSE American LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

PART I

Item 1.	Business	1
Item 1A.	Risk Factors	24
Item 1B.	Unresolved Staff Comments	46
Item 1C.	Cybersecurity	46
Item 2.	Properties	46
Item 3.	Legal Proceedings	46
Item 4	Mine Safety Disclosures	46

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	47
Item 6.	[Reserved]	64
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	65
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	72
Item 8.	Financial Statements and Supplementary Data	72
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	72
Item 9A.	Controls and Procedures	72
Item 9B.	Other Information	73
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	73

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	74
Item 11.	Executive Compensation	81
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90
Item 13.	Certain Relationships and Related Transactions, and Director Independence	92
Item 14.	Principal Accounting Fees and Services	93

PART IV

Item 15.	Exhibit and Financial Statement Schedules	94
Item 16.	Form 10-K Summary	95

	●	an individual citizen or resident of the United States;

	●	a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

	●	a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

	●	financial institutions or financial services entities;

	●	broker-dealers;

	●	persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

	●	tax-exempt entities;

	●	governments or agencies or instrumentalities thereof;

	●	insurance companies;

	●	regulated investment companies;

	●	real estate investment trusts;

	●	certain expatriates or former long-term residents of the United States;

	●	persons that actually or constructively own 5% or more of our voting shares (including as a result of ownership of the ADSs);

	●	persons that acquired the ADSs or ordinary shares pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

	●	persons that hold the ADSs or ordinary shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;

	●	persons whose functional currency is not the U.S. dollar;

	●	passive foreign investment companies; or

	●	controlled foreign corporations.

	●	any gain recognized by the U.S. Holder on the sale or other disposition of its ADSs or ordinary shares; and

	●	any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ADSs or ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ADSs or ordinary shares).

	●	the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares;

	●	the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we qualified as a PFIC will be taxed as ordinary income;

	●	the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

	●	the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

	●	fails to provide an accurate taxpayer identification number;

	●	is notified by the IRS that backup withholding is required; or

	●	in certain circumstances, fails to comply with applicable certification requirements.

	●	variations in our actual and perceived operating results;

	●	announcements of new products or services by us or our competitors;

	●	technological breakthroughs by us or our competitors;

	●	news regarding gains or losses of customers or partners by us or our competitors;

	●	news regarding gains or losses of key personnel by us or our competitors;

	●	announcements of competitive developments, acquisitions or strategic alliances in our industry by us or our competitors;

	●	changes in earnings estimates or buy/sell recommendations by financial analysts;

	●	potential litigation;

	●	general market conditions or other developments affecting us or our industry; and

	●	the operating and stock price performance of other companies, other industries and other events or factors beyond our control.

	●	Our future financial condition, results of operations and cash flow;

	●	General market conditions for capital raising activities; and

	●	Economic, political and other conditions in China and elsewhere.

	●	Provisions that authorize our Board of Directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and

	●	Provisions that restrict the ability of our shareholders to call meetings and to propose special matters for consideration at shareholder meetings.

	●	Our ability to identify and acquire targets in a cost-effective manner;

	●	Our ability to obtain approval from relevant governmental authorities for the acquisitions and comply with applicable rules and regulations for such acquisitions;

	●	Potential ongoing financial obligations in connection with acquisitions;

	●	Potential unforeseen or hidden liabilities, including litigation claims or tax liabilities, associated with acquired companies or schools;

	●	The diversion of resources and management attention from our existing businesses;

	●	Failure to achieve the intended objectives, benefits or revenue-enhancing opportunities expected from the acquisitions;

	●	Our ability to generate sufficient revenues to offset the costs and expenses of strategic acquisitions, investments, joint venture formations, or other strategic relationships; and

	●	Potential loss of, or harm to, employee or customer relationships as a result of ownership changes.

	●	Authorize our Board of Directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders;

	●	Prohibit cumulative voting;

	●	Do not permit shareholders to call meetings of shareholders;

	●	Create a classified board of directors pursuant to which our directors are elected for staggered terms, which means that shareholders can only elect, or remove, a limited number of directors in any given year; and

	●	Establish advance notice requirements for nominating board of directors’ nominees or for proposing matters that can be acted on by shareholders at annual shareholder meetings.

	●	We do not request that the property be distributed to you or if we ask that the property not be distributed to you;

	●	We do not deliver satisfactory documents to the depositary; or

	●	The depositary determines that all or a portion of the distribution to you is not reasonably practicable.

	●	Provide such proof of identity and genuineness of signatures as the depositary deems appropriate;

	●	Provide any transfer stamps required by the State of New York or the United States; and

	●	Pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

	●	Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders’ meeting or a payment of dividends;

	●	Obligations to pay fees, taxes and similar charges; or

	●	Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

Service		Fees
Issuance of ADSs		up to U.S. 5¢ per ADS issued
Cancellation of ADSs		up to U.S. 5¢ per ADS canceled
Distribution of cash dividends or other cash distributions		up to U.S. 5¢ per ADS held
Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of rights		up to U.S. 5¢ per ADS held
Distribution of securities other than ADSs or rights to purchase additional ADSs		up to U.S. 5¢ per ADS held
Depositary Services		up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary

	●	Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares);

	●	Expenses incurred for converting foreign currency into U.S. dollars;

	●	Expenses for cable, telex and fax transmissions and for delivery of securities;

	●	Fees and expenses incurred in connection with compliance and exchange control regulations and other applicable regulatory requirements;

	●	Taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit); and

	●	Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.

	●	The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

	●	The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.

	●	We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.

	●	We and the depositary bank disclaim any liability if we or the depositary bank are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our Sixth Amended and Restated Memorandum and Articles of Association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

	●	We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for the deposit agreement or in our Sixth Amended and Restated Memorandum and Articles of Association or in any provisions of or governing the securities on deposit.

	●	We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

	●	We and the depositary bank also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Shares but is not, under the terms of the deposit agreement, made available to you.

	●	We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

	●	We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

	●	No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.

	For the Years Ended December 31,
	2024						2025
	$			%			$			%
	(in thousands, except percentages)
Net revenues		9,392			100.0			9,469			100.0
Cost of revenues		(4,405	)		(46.9	)		(4,284	)		(45.2	)
Gross Profit		4,987			53.1			5,185			54.8

	For the Years Ended December 31,
	2024			2025
	$			$
	(in thousands)
Consolidated Statement of Operations Data:
NET REVENUES:
Total net revenues		9,392			9,469
COST OF REVENUES:
Total cost of revenues		(4,405	)		(4,284	)
GROSS PROFIT		4,987			5,185
Operating expenses:
Selling and marketing		(1,013	)		(1,082	)
General and administrative		(4,258	)		(3,363	)
Research and development		(438	)		(628	)
Total operating expenses		(5,709	)		(5,073	)
OPERATING (LOSS) INCOME		(722	)		112
OTHER INCOME, NET		192			1,253
(LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS		(530	)		1,365
Income tax benefit (expense)		839			(6	)
NET INCOME		309			1,359
Less: Net income attributable to noncontrolling interests		—			—
NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS		309			1,359

	As of December 31,
	Maturities	2024		2025
		$		$
	(In thousands)
Long-term bank borrowing from Cathay Bank	December 2027		1,200		1,200
Long-term bank borrowing from Cathay Bank	October 2027		1,500		1,500

Short-term bank borrowing from EverTrust Bank	Based on the actual repayment		—		500

	Payments Due by Period
	Total		2026-2027		2028-2029		Thereafter
	(in millions)
Operating lease obligations	$	7.1		2.9		2.7		1.5

Name	Age	Position	Class
Jin Huang	60	Chief Executive Officer, Acting Chief Financial Officer and Chairwoman of the Board	Class III
Chiao-Ling Hsu	57	Chief Operating Officer and President of NewSchool of Architecture & Design	N/A
James Bartholomew	59	President	N/A
Yanhui Ma ^(1)(2)(3)	66	Director	Class III
Yigong Justin Chen ⁽¹⁾⁽³⁾	56	Director	Class I
Mingjun Wang ^(1)(2)(3)	64	Director	Class II

⁽²⁾	Member of the compensation committee

⁽³⁾	Member of the corporate governance and nominating committee

	●	At the first annual general meeting of Members (a person whose name is entered in the Register of Members as the holder of a share or shares) following the initial meeting, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three years.

	●	At the second annual general meeting of Members following the initial meeting, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three years.

	●	At the third annual general meeting of Members following the initial meeting, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three years.

	●	At each succeeding annual general meeting of Members, Directors shall be elected for a full term of three years to succeed the Directors of the class whose terms expire at such annual general meeting.

Class I	Class II	Class III
Yigong Justin Chen	Mingjun Wang	Jin Huang
		Yanhui Ma

	●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	●	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	●	been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

	●	Appointing and overseeing the work of our independent auditors, approving the compensation of our independent auditors, and, if appropriate, discharging our independent auditors;

	●	Pre-approving engagements of our independent auditors to render audit services and/or establishing pre-approval policies and procedures for such engagements and pre-approving any non-audit services proposed to be provided to us by our independent auditors;

	●	Discussing with management and our independent auditors significant financial reporting issues raised and judgments made in connection with the preparation of our financial statements;

	●	Reviewing and discussing reports from our independent auditors on (1) the major critical accounting policies to be used, (2) significant alternative treatments of financial information within the U.S. generally accepted accounting principles, or GAAP, that have been discussed with management, (3) ramifications of the use of such alternative disclosures and treatments, and (4) other material written communications between our independent auditors and management;

	●	Resolving any disagreements between management and our independent auditors regarding financial reporting;

	●	Establishing procedures for receiving, retaining and treating any complaints we receive regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

	●	Reporting regularly to the full Board of Directors.

	●	Reviewing and recommending to our Board of Directors with respect to the total compensation package for our executive officers;

	●	Reviewing and recommending to our Board of Directors with respect to director compensation, including equity-based compensation; and

	●	Reviewing periodically and recommending to the Board of Directors with respect to any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

										Non-Equity		Nonqualified
										Incentive		Deferred
						Stock		Option		Plan		compensation		Other
		Salary		Bonus		Awards		Awards		Compensation		earnings		Compensation		Total
		(In thousands)
Name and Principal Position	Year	($)		($)		($)		($)		($)		($)		($)		($)
Jin Huang, Chief Executive Officer, Chairwomen of the Board and Director	12/31/25	$	150	$	-	$	-	$	42	$	-	$	-	$	-	$	192
	12/31/24	$	150	$	-	$	-		-	$	-	$	-	$	-	$	150

Chiao-Ling Hsu, Chief Operating Officer, and President of NewSchool of Architecture & Design	12/31/25	$	150	$	-	$	-	$	32	$	-	$	-	$	-	$	182
	12/31/24	$	150	$	-	$	-	$	-	$	-	$	-	$	-	$	150

James Bartholomew, President (1)	12/31/25	$	35	$	-	$	-	$	25	$	-	$	-	$	-	$	60
	12/31/24	$	-	$	-	$	-	$	-	$	-	$	--	$	-	$	-

	OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
	OPTION AWARDS									STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Jin Huang, CEO and Acting CFO		-		400,000.00		-	$	0.13	3/27/2035		-		-		-		-

Chiao-Ling Hsu, COO and President of NewSchool of Architecture & Design		-		300,000.00		-	$	0.13	3/27/2035		-		-		-		-

James Bartholomew, President		-		200,000.00		-	$	0.16	5/13/2035		-		-		-		-