6-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 6-K

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

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For the month of April 2020

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Commission File Number: 001-34824

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Ambow Education Holding Ltd.

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Not Applicable

(Translation of Registrant’s name into English)

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Cayman Islands

(Jurisdiction of incorporation or organization)

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12th Floor, Tower 1, Financial StreetChang’An Center,

Shijingshan District, Beijing 100043

People’s Republic of China

Telephone: +86 (10) 6206-8000

(Address of principal executive offices)

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

Form 20-F x     Form 40-F ¨

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

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

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

Yes ¨     No x

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

Other Information

Attached hereto as Exhibit 99.1 is a press release dated April 22, 2020, announcing the Company’s audited financial and operating results for the fourth quarter ended December 31, 2019 and fiscal year 2019.

Exhibits

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99.1 Press Release, dated April 22, 2020

SIGNATURE

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

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

Date: April 22, 2020

Exhibit 99.1

Ambow Education Announces Fourth Quarter and Full Year 2019 Financial Results

BEIJING, April 22, 2020 -- Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE American: AMBO), a leading national provider of educational and career enhancement services in China, today announced its audited financial and operating results for the fourth quarter and fiscal year ended December 31, 2019.

“We are pleased to conclude fiscal year 2019 with solid fourth quarter results,” said Dr. Jin Huang, Ambow’s President and Chief Executive Officer. “Throughout the year, we continued our efforts and investment in new technology advancement and innovative education service offerings to strengthen our leadership in the career enhancement services market and further develop our cross-border education service platform. Looking ahead, by continuing to build and integrate our robust portfolio of international assets and partnerships, we believe we are well positioned to capture the opportunities in the underserved cross-border career education market between the U.S. and China.”

“We are closely monitoring the evolving situation brought about by the COVID-19 pandemic, and have taken numerous safeguarding measures to protect our employees and support the communities in which we operate. Notably, we have rolled out new initiatives to support the Chinese government’s plan of moving classroom school learning online during this period of prolonged school closures. Leveraging our expertise in online education, strong technology capabilities, and best-of-breed educational content, we promptly launched a series of online class programs, including our VIP classes focused on Big Data and Internet of Things (“IoT”) taught by leading professionals from around the world. We have also added new career planning classes to enhance the competitive skills and knowledge that will be required by students in the more challenging job market emerging from the global business downturn. These initiatives underline our mission, which is to address critical demands in the education market and bridge the gaps between higher education and the career aspirations of students,” concluded Dr. Huang.

Fourth Quarter 2019 Financial Highlights

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·	Net revenues for the fourth quarter<br>of 2019 increased by 1.2% to US$24.9 million from US$24.6 million in the same period of 2018. This increase was mainly driven by<br>higher student enrollment.
·	Gross profit for the fourth quarter<br>of 2019 decreased by 3.6% to US$8.0 million from US$8.3 million in the same period of 2018. Gross profit margin was 32.1%, compared<br>with 33.7% for the fourth quarter of 2018.
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·	Operating expenses for the fourth<br>quarter of 2019 increased by 47.8% to US$10.2 million from US$6.9 million for the same period of 2018. The increase of operating<br>expenses was primarily due to a one-time bad debt expense recovery and reversal of US$2.9 million in the fourth quarter of 2018.
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·	Net loss attributable to ordinary shareholdersin the fourth quarter of 2019 was US$1.7 million, or US$0.04 per basic and diluted share, compared with a net income of US$4.5<br>million, or US$0.10 per basic and diluted share, for the fourth quarter of 2018.
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·	As of December 31, 2019, Ambow maintained<br>strong cash resources of US$35.3 million, comprised of cash and cash equivalents of US$22.6 million and short-term investments<br>of US$12.7 million.
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·	As of December 31, 2019, the Company’s<br>deferred revenue balance was US$23.7 million, representing a 30.9% increase from US$18.1 million as of December 31, 2018, mainly<br>attributable to the tuition and fees collected in the K-12 segment for the 2019-2020 academic year and tuition collected from our<br>education service platforms.
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Fiscal Year 2019 Financial Highlights

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·	Net revenues for fiscal year 2019<br>increased by 8.5% to US$83.9 million from US$77.3 million in 2018. This increase was mainly driven by higher student enrollment.
·	Gross profit for the fiscal year<br>2019 decreased by 0.4% to US$28.0 million from US$28.1 million in 2018. Gross profit margin was 33.4%, compared with 36.4% in 2018.<br>The decrease in gross profit margin was primarily due to additional investments in new programs and new technology deployment.
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·	Operating expenses for the fiscal<br>year 2019 increased by 62.2% to US$42.0 million from US$25.9 million in 2018. The increase of operating expenses was primarily<br>due to more marketing activities to promote student enrollment, additional investments in new programs and new technology deployment,<br>increase in staff compensation and an impairment loss of goodwill and intangible assets of US$5.6 million recorded in 2019, and<br>a one-time bad debt expense recovery and reversal of US$2.9 million in 2018.
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·	Net loss attributable to ordinary shareholdersfor the fiscal year 2019 was US$14.4 million, or US$0.33 per basic and diluted share, compared with a net income of US$6.5<br>million, or US$0.16 per basic and diluted share, in 2018.
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The Company's fourth quarter and fiscal year 2019 financial and operating results can also be found on its Form 6-K and Form 20-F filed with the U.S. Securities and Exchange Commission at www.sec.gov.

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all amounts translated from RMB to U.S. dollars for the fourth quarter and the twelve months of 2019 are based on the effective exchange rate of 6.9618 as of December 31, 2019; all amounts translated from RMB to U.S. dollars for the fourth quarter and the twelve months of 2018 are based on the effective exchange rate of 6.8755 as of December 31, 2018. The exchange rates were according to the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

About Ambow Education Holding Ltd.

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Ambow Education Holding Ltd. is a leading national provider of educational and career enhancement services in China, offering high-quality, individualized services and products. With its extensive network of regional service hubs complemented by a dynamic proprietary learning platform and distributors, Ambow provides its services and products to students in 30 out of the 31 provinces and autonomous regions within China.

Follow us on Twitter: @Ambow_Education

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Safe Harbor Statement

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

For investor and media inquiries pleasecontact:

Ambow Education Holding Ltd.

Tel: +86-10-6206-8000

The Piacente Group | Investor Relations

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

E-mail: ambow@tpg-ir.com

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED BALANCE SHEETS

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

					As of December 31,
					2018
		RMB			RMB
ASSETS
Current assets:
Cash and cash equivalents			157,600			211,436
Restricted cash			-			30,072
Short term investments, available for sale			57,487			47,208
Short term investments, held to maturity			31,000			70,000
Accounts receivable, net			17,939			18,132
Amounts due from related parties			2,318			1,105
Prepaid and other current assets, net			133,296			134,770
Loan receivable, current			-			42,677
Total current assets			399,640			555,400
Non-current assets:
Property and equipment, net			157,463			165,933
Land use rights, net			1,759			1,804
Intangible assets, net			56,607			92,412
Goodwill			60,353			73,166
Deferred tax assets, net			10,195			10,240
Operating lease right-of-use asset			257,361			-
Finance lease right-of-use asset			6,450			-
Other non-current assets, net			70,971			11,264
Total non-current assets			621,159			354,819
Total assets			1,020,799			910,219
LIABILITIES
Current liabilities:
Deferred revenue  *			165,111			124,250
Accounts payable  *			14,718			13,583
Accrued and other liabilities  *			192,957			256,325
Borrowing from third party, current			-			41,179
Income taxes payable, current  *			180,715			207,114
Amounts due to related parties  *			1,971			2,696
Operating lease liability, current  *			53,512			-
Total current liabilities			608,984			645,147
Non-current liabilities:
Consideration payable for acquisitions			-			1,322
Other non-current liabilities			-			979
Income taxes payable, non-current  *			32,152			-
Operating lease liability, non-current  *			216,067			-
Total non-current liabilities			248,219			2,301
Total liabilities			857,203			647,448
EQUITY
Preferred shares
(US 0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of December 31, 2018 and 2019)			-			-
Class A Ordinary shares
(US0.003 par value; 66,666,667 and 66,666,667 shares authorized, 38,756,289 and 38,858,199 shares issued and outstanding as of December 31, 2018 and 2019, respectively)			730			728
Class C Ordinary shares
(US0.003 par value; 8,333,333 and 8,333,333 shares authorized, 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2018 and 2019, respectively)			90			90
Additional paid-in capital			3,508,745			3,507,123
Statutory reserve			20,185			20,149
Accumulated deficit	)		(3,371,815	)		(3,271,838	)
Accumulated other comprehensive income			6,341			8,305
Total Ambow Education Holding Ltd.’s equity			164,276			264,557
Non-controlling interests	)		(680	)		(1,786	)
Total equity			163,596			262,771
Total liabilities and equity			1,020,799			910,219

All values are in US Dollars.

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

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED STATEMENTSOF CHANGES IN EQUITY

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

	Attributable<br> to Ambow Education Holding Ltd.’s Equity
														Retained			Accumulated
	Class<br> A Ordinary				Class<br> C Ordinary				Additional					Earnings			other			Non-
	shares				shares				paid-in			Statutory		(Accumulated			comprehensive			controlling			Total
	Shares		Amount		Shares		Amount		capital			reserves		deficit)			income			Interest			Equity
			RMB				RMB		RMB			RMB		RMB			RMB			RMB			RMB
Balance<br> as of January 1, 2019		38,756,289		728		4,708,415		90		3,507,123			20,149		(3,271,838	)		8,305			(1,786	)		262,771
Share-based<br> compensation		-		-		-		-		872			-		-			-			-			872
Issuance<br> of ordinary shares for restricted stock award		28,646		1		-		-		(1	)		-		-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			(2,428	)		-			(2,428	)
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			75			-			75
Net<br> loss		-		-		-		-		-			-		(23,756	)		-			(93	)		(23,849	)
Balance<br> as of March 31, 2019		38,784,935		729		4,708,415		90		3,507,994			20,149		(3,295,594	)		5,952			(1,879	)		237,441
Share-based<br> compensation		-		-		-		-		266			-		-			-			-			266
Issuance<br> of ordinary shares for restricted stock award		19,097		0		-		-		(0	)		-		-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			(746	)		-			(746	)
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			173			-			173
Addition<br> of noncontrolling interests resulting from new subsidiaries		-		-		-		-		-			-		-			-			502			502
Net<br> income/(loss)		-		-		-		-		-			-		8,778			-			(180	)		8,598
Balance<br> as of June 30, 2019		38,804,032		729		4,708,415		90		3,508,260			20,149		(3,286,816	)		5,379			(1,557	)		246,234
Share-based<br> compensation		-		-		-		-		244			-		-			-			-			244
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			(93	)		-			(93	)
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			501			-			501
Net<br> (loss)/income		-		-		-		-		-			-		(72,811	)		-			4			(72,807	)
Balance<br> as of September 30, 2019		38,804,032		729		4,708,415		90		3,508,504			20,149		(3,359,627	)		5,787			(1,553	)		174,079
Share-based<br> compensation		-		-		-		-		242			-		-			-			-			242
Issuance<br> of ordinary shares for restricted stock award		54,167		1		-		-		(1	)		-		-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			343			-			343
Appropriation<br> to statutory reserves		-		-		-		-		-			36		(36	)		-			-			-
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			211			-			211
Deregistration<br> of subsidiaries		-		-		-		-		-			-		-			-			306			306
Noncontrolling<br> interests from new subsidiaries		-		-		-		-		-			-		-			-			783			783
Net<br> loss		-		-		-		-		-			-		(12,152	)		-			(216	)		(12,368	)
Balance<br> as of December 31, 2019		38,858,199		730		4,708,415		90		3,508,745			20,185		(3,371,815	)		6,341			(680	)		163,596
Balance<br> as of January 1, 2018		34,206,939		640		4,708,415		90		3,456,307			20,036		(3,316,715	)		6,876			(1,275	)		165,959
Share-based<br> compensation		-		-		-		-		616			-		-			-			-			616
Issuance<br> of ordinary shares for restricted stock award		30,187		1		-		-		(1	)		-		-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			3,276			-			3,276
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			64			-			64
Deregistration<br> of subsidiaries		-		-		-		-		-			-		-			-			(9	)		(9	)
Net<br> (loss)/income		-		-		-		-		-			-		(7,062	)		-			93			(6,969	)
Balance<br> as of March 31, 2018		34,237,126		641		4,708,415		90		3,456,922			20,036		(3,323,777	)		10,216			(1,191	)		162,937
Share-based<br> compensation		-		-		-		-		618			-		-			-			-			618
Issuance<br> of ordinary shares for restricted stock award		30,187		0		-		-		(0	)		-		-			-			-			-
Issuance<br> of ordinary shares on IPO		4,140,000		80		-		-		46,047			-		-			-			-			46,127
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			(1,523	)		-			(1,523	)
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			69			-			69
Buy-outs<br> of noncontrolling interests		-		-		-		-		(2,619	)		-		-			-			(1,885	)		(4,504	)
Deregistration<br> of subsidiaries		-		-		-		-		-			-		-			-			(41	)		(41	)
Net<br> income/(loss)		-		-		-		-		-			-		33,312			-			(143	)		33,169
Balance<br> as of June 30, 2018		38,407,313		721		4,708,415		90		3,500,968			20,036		(3,290,465	)		8,762			(3,260	)		236,852
Share-based<br> compensation		-		-		-		-		655			-		-			-			-			655
Issuance<br> of ordinary shares for restricted stock award		29,355		0		-		-		(0	)		-		-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			(501	)		-			(501	)
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			(114	)		-			(114	)
Buy-outs<br> of noncontrolling interests		-		-		-		-		-			-		-			-			1			1
Net<br> (loss)/income		-		-		-		-		-			-		(12,413	)		-			89			(12,324	)
Balance<br> as of September 30, 2018		38,436,668		721		4,708,415		90		3,501,623			20,036		(3,302,878	)		8,147			(3,170	)		224,569
Share-based<br> compensation		-		-		-		-		6,232			-		-			-			-			6,232
Issuance<br> of ordinary shares for restricted stock award		319,621		7		-		-		(7	)		-		-			-			-			-
Issuance<br> of ordinary shares on IPO		-		-		-		-		(725	)		-		-			-			-			(725	)
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			52			-			52
Appropriation<br> to statutory reserves		-		-		-		-		-			113		(113	)		-			-			-
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			106			-			106
Buy-outs<br> of noncontrolling interests		-		-		-		-		-			-		-			-			3			3
Capital<br> injection from minority shareholders		-		-		-		-		-			-		-			-			1,470			1,470
Net<br> income/(loss)		-		-		-		-		-			-		31,153			-			(89	)		31,064
Balance<br> as of December 31, 2018		38,756,289		728		4,708,415		90		3,507,123			20,149		(3,271,838	)		8,305			(1,786	)		262,771

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	For the years ended December 31,								For the three months ended December 31,
	2019		2019			2018			2019		2019			2018
	US		RMB			RMB			US		RMB			RMB
NET REVENUES
Educational program and services				582,706			525,134					173,339			168,705
Intelligent program and services				1,203			6,374					10			340
Total net revenues				583,909			531,508					173,349			169,045
COST OF REVENUES
Educational program and services		)		(383,635	)		(331,939	)		)		(118,181	)		(110,948	)
Intelligent program and services		)		(5,259	)		(6,204	)				559			(1,016	)
Total cost of revenues		)		(388,894	)		(338,143	)		)		(117,622	)		(111,964	)
GROSS PROFIT				195,015			193,365					55,727			57,081
Operating expenses:
Selling and marketing		)		(55,721	)		(43,751	)		)		(14,943	)		(11,784	)
General and administrative		)		(194,417	)		(132,718	)		)		(53,907	)		(35,846	)
Research and development		)		(3,793	)		(1,513	)		)		(2,238	)		134
Impairment loss		)		(38,754	)		-					-			-
Total operating expenses		)		(292,685	)		(177,982	)		)		(71,088	)		(47,496	)
OPERATING (LOSS) INCOME		)		(97,670	)		15,383			)		(15,361	)		9,585
OTHER INCOME (EXPENSES)
Interest income				5,379			6,652					2,036			1,285
Foreign exchange gain, net				23			372			)		(23	)		218
Other income, net				396			1,447					203			930
Gain from derecognition of liabilities				-			15,226					-			15,226
Gain on deregistration of subsidiaries				1,841			2,858					562			(362	)
Gain from fair value change of contingent consideration payable				1,322			5,444					1,322			5,444
Gain on sale of investment available for sale				1,200			1,056					778			297
Total other income				10,161			33,055					4,878			23,038
(LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTEREST		)		(87,509	)		48,438			)		(10,483	)		32,623
Income tax expense		)		(12,917	)		(3,498	)		)		(1,885	)		(1,559	)
NET (LOSS) INCOME		)		(100,426	)		44,940			)		(12,368	)		31,064
Less: Net loss attributable to non-controlling interest		)		(485	)		(50	)		)		(216	)		(89	)
NET (LOSS) INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS		)		(99,941	)		44,990			)		(12,152	)		31,153
NET (LOSS) INCOME		)		(100,426	)		44,940			)		(12,368	)		31,064
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation adjustments		)		(2,924	)		1,304					343			52
Unrealized gains on short term investments
Unrealized holding gains arising during period				2,046			776					808			330
Less: reclassification adjustment for gains included in net income				1,086			651					597			224
Other comprehensive (loss) income		)		(1,964	)		1,429					554			158
TOTAL COMPREHENSIVE (LOSS) INCOME		)		(102,390	)		46,369			)		(11,814	)		31,222
Net (loss) income per share - basic		)		(2.30	)		1.09			)		(0.28	)		0.72
Net (loss) income per share - diluted		)		(2.30	)		1.08			)		(0.28	)		0.71
Weighted average shares used in calculating basic net (loss) income per share				43,505,175			41,342,597					43,529,884			43,255,473
Weighted average shares used in calculating diluted net (loss) income per share				43,505,175			41,671,763					43,529,884			43,589,336

All values are in US Dollars.

Discussion ofSegment Operations

(All amountsin thousands)

	For the years ended December 31,								For the three months ended December 31,
	2019		2019			2018			2019		2019			2018
	US		RMB			RMB			US		RMB			RMB
NET REVENUES
K-12 Schools *				313,747			277,790					110,533			101,614
CP&CE Programs  *				270,162			253,718					62,816			67,431
Total net revenues				583,909			531,508					173,349			169,045
COST OF REVENUES
K-12 Schools  *		)		(197,064	)		(178,645	)		)		(68,177	)		(69,958	)
CP&CE Programs  *		)		(191,830	)		(159,498	)		)		(49,445	)		(42,006	)
Total cost of revenues		)		(388,894	)		(338,143	)		)		(117,622	)		(111,964	)
GROSS PROFIT
K-12 Schools  *				116,683			99,145					42,356			31,656
CP&CE Programs  *				78,332			94,220					13,371			25,425
Total gross profit				195,015			193,365					55,727			57,081

All values are in US Dollars.

*

Ambow<br>previously had three reportable segments, including Better School, Better Job and Others for the years prior to 2019. In 2019,<br>in response to the shift of business development focus, Ambow changed its management approach to organize reportable segments<br>to make operating decisions and assess performance. New reportable segments include K-12 schools and College Preparation &<br>Career Enhancement Programs (“CP&CE Programs”), which provide K-12 educational services and tutoring and vocational<br>educational services,  respectively.