6-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

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

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For the month of September 2020

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Commission File Number: 001-34824

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 September 15, 2020, announcing the Company’s unaudited financial and operating results for the three months and six months ended June 30, 2020.

Exhibits

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99.1 Press Release, dated September 15, 2020

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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/<br> Jin Huang
Name:	Dr. Jin Huang
Title:	President and Chief Executive Officer

Date: September 15, 2020

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Exhibit 99.1

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Ambow Education Announces Second Quarter2020 Financial Results

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BEIJING, September 15, 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 unaudited financial and operating results for the three-month and six-month periods ended June 30, 2020.

Dr. Jin Huang, Ambow’s President and Chief Executive Officer, said, “Since various measures that the Chinese government implemented to constrain the COVID-19 outbreak were gradually relaxed during the second quarter, the majority of our schools, tutoring centers and training offices reopened with operations gradually returning to normalcy. As such, our second quarter financial performance significantly improved on a quarter-over-quarter basis, highlighted by a 2,600 basis points increase in Gross Margin. We maintained healthy operating efficiency and profitability with a positive net income in the first half of 2020, demonstrating our capability to navigate the dynamic market during the unprecedented challenging times. Striving for increasing enrollment across all Ambow programs while also deploying stringent cost controls, we are confident in our ability to drive profitable growth and strengthen our leadership position in the career enhancement market in China.”

“Amid pandemic-related and broad-based economic challenges, we remain focused on delivering high quality educational technologies and services to address personalized learning needs in a dynamic learning environment. With the outbreak of COVID-19, the integration of technology into education was further accelerated, which has significantly boosted the demand for online-based education from both students and professionals. To enhance the learning and teaching experience in the COVID-19 environment, Ambow rolled out its next-generation online-to-offline education SaaS platform, Huanyujun Education Hub, which is equipped with our proprietary technologies including hologram live streaming, AI and IoT, all of which are built on our cloud-based infrastructure. Simultaneously drawing upon our extensive educational resources and assets spanning the globe, we believe this mobile-based platform is uniquely positioned to exploit the booming trend in the e-learning industry across a wide spectrum of educational scenarios.” concluded Dr. Huang.

Second Quarter 2020 Financial Highlights

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·	Net revenues for the second quarter<br>of 2020 decreased by 8.7% to US$22.0 million from US$24.1 million in the same period of 2019. The decrease was primarily due to<br>a reduction in the recognition of deferred revenue in the period as a result of the one-month extension of spring semester 2020<br>at the Company’s K-12 schools, which used to concluded at the end of June, and fewer services provided at the Company’s<br>tutoring centers and training offices as a result of social distance and counter measures to COVID-19. This was partially offset<br>by revenue from NewSchool of Architecture and Design, LLC (“NewSchool”), acquired in the first quarter of 2020.
·	Gross profit for the second quarter<br>of 2020 decreased by 14.1% to US$8.5 million from US$9.9 million in the same period of 2019. Gross profit margin was 38.6%, compared<br>with 41.1% for the second quarter of 2019. The decrease in gross profit and margin was mainly attributable to the decrease in net<br>revenues.
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·	Operating expenses for the secondquarter of 2020 slightly increased by 1.2% to US$8.5 million from US$8.4 million for the same period of 2019.
·	Net income attributable to ordinaryshareholders was US$0.7 million, or US$0.02 per basic and diluted share, compared with a net income of US$1.3 million, or US$0.03<br>per basic and diluted share, for the second quarter of 2019.
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·	As of June 30, 2020, Ambow maintained<br>strong cash resources of US$27.2 million, comprised of cash and cash equivalents of US$13.9 million and short-term investments<br>of US$13.3 million.
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First Six Months 2020 Financial Highlights

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·	Net revenues for the first six<br>months of 2020 decreased by 15.9% to US$34.8 million from US$41.4 million in the same period of 2019. The decrease was primarily<br>due to due to a reduction in the recognition of deferred revenue in the period as a result of an one-month extension of spring<br>semester 2020 at the Company’s K-12 schools, which used to conclude at the end of June, and fewer services provided at the<br>Company’s tutoring centers and training offices, as operations during the period were temporarily suspended due to the outbreak<br>of COVID-19. This was partially offset by revenue from NewSchool, acquired in the period.
·	Gross profit for the first six<br>months of 2020 decreased by 34.6% to US$10.2 million from US$15.6 million in the same period of 2019. Gross profit margin was 29.3%,<br>compared with 37.7% for the first six months of 2019. The decrease in gross profit and margin was mainly attributable to the decrease<br>of net revenues.
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·	Operating expenses for the first<br>six months of 2020 decreased by 8.7% to US$15.7 million from US$17.2 million for the same period of 2019. The decrease was primarily<br>attributable to lower expenditures due to the temporary suspension of operations at schools and tutoring centers in the period<br>as part of the national pandemic containment effort, as well as stringent expense controls to improve operating efficiency.
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·	Net income attributable to ordinaryshareholders was US$1.5 million, or US$0.04 per basic and diluted share, compared with a net loss of US$2.2 million, or US$0.05<br>per basic and diluted share, for the first six months of 2019.
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The Company's second quarter and first half 2020 financial and operating results can also be found on its Form 6-K filed with the U.S. Securities and Exchange Commission at www.sec.gov.

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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 second quarter and first half of 2020 are based on the effective exchange rate of 7.0651 as of June 30, 2020; all amounts translated from RMB to U.S. dollars for the second quarter and first half of 2019 are based on the effective exchange rate of 6.8650 as of June 28, 2019; all amounts translated from RMB to U.S. dollars as of December 31, 2019 are based on the effective exchange rate of 6.9618 as of December 31, 2019. 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 15 out of the 34 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.

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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

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AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED BALANCE SHEETS

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

					As of December 31,
					2019
		RMB			RMB
ASSETS
Current assets:
Cash and cash equivalents			98,455			157,600
Restricted cash			14,160			-
Short term investments, available for sale			78,849			57,487
Short term investments, held to maturity			15,000			31,000
Accounts receivable, net			20,589			17,939
Amounts due from related parties			7,274			2,318
Prepaid and other current assets, net			153,464			133,296
Total current assets			387,791			399,640
Non-current assets:
Property and equipment, net			149,489			157,463
Land use rights, net			1,737			1,759
Intangible assets, net			60,156			56,607
Goodwill			61,313			60,353
Deferred tax assets, net			4,497			10,195
Operating lease right-of-use asset			300,100			257,361
Finance lease right-of-use asset			6,150			6,450
Other non-current assets, net			87,743			70,971
Total non-current assets			671,185			621,159
Total assets			1,058,976			1,020,799
LIABILITIES
Current liabilities:
Short-term borrowings			10,409			-
Deferred revenue  *			115,358			165,111
Accounts payable  *			11,047			14,718
Accrued and other liabilities  *			193,780			192,957
Income taxes payable, current  *			189,253			180,715
Amounts due to related parties  *			3,706			1,971
Operating lease liability, current  *			58,314			53,512
Total current liabilities			581,867			608,984
Non-current liabilities:
Income taxes payable, non-current  *			33,803			32,152
Operating lease liability, non-current  *			261,087			216,067
Total non-current liabilities			294,890			248,219
Total liabilities			876,757			857,203
EQUITY
Preferred shares
(US 0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of December 31, 2019 and June 30, 2020)			-			-
Class A Ordinary shares
(US0.003 par value; 66,666,667 and 66,666,667 shares authorized, 38,858,199 and 38,883,199 shares issued and outstanding as of December 31, 2019 and June 30, 2020, respectively)			731			730
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, 2019 and June 30, 2020, respectively)			90			90
Additional paid-in capital			3,509,224			3,508,745
Statutory reserve			4,712			20,185
Accumulated deficit	)		(3,346,090	)		(3,371,815	)
Accumulated other comprehensive income			14,941			6,341
Total Ambow Education Holding Ltd.’s equity			183,608			164,276
Non-controlling interests	)		(1,389	)		(680	)
Total equity			182,219			163,596
Total liabilities and equity			1,058,976			1,020,799

All values are in US Dollars.

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

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AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	For<br> the six months ended June 30,								For<br> the three months ended June 30,
	2020		2020			2019			2020		2020			2019
	US		RMB			RMB			US		RMB			RMB
NET REVENUES
Educational<br>program and services				245,659			282,638					155,392			164,453
Intelligent program and<br> services				83			1,366					71			905
Total net revenues				245,742			284,004					155,463			165,358
COST OF REVENUES
Educational program and<br>services		)		(172,324	)		(172,520	)		)		(94,891	)		(94,323	)
Intelligent program and<br> services		)		(1,458	)		(4,709	)		)		(160	)		(2,851	)
Total cost of revenues		)		(173,782	)		(177,229	)		)		(95,051	)		(97,174	)
GROSS PROFIT				71,960			106,775					60,412			68,184
Operating expenses:
Selling and marketing		)		(24,206	)		(25,171	)		)		(13,657	)		(11,083	)
General and administrative		)		(84,243	)		(92,394	)		)		(45,042	)		(46,776	)
Research and development		)		(2,698	)		(468	)		)		(1,567	)		(300	)
Total operating expenses		)		(111,147	)		(118,033	)		)		(60,266	)		(58,159	)
OPERATING (LOSS)<br> INCOME		)		(39,187	)		(11,258	)				146			10,025
OTHER INCOME (EXPENSES)
Interest income				4,135			1,520					2,145			1,132
Foreign exchange gain,<br> net				35			1					9			32
Other income (loss), net				1,552			186					146			(474	)
Gain from deregistration<br> of subsidiaries				3,897			1,279					3,897			-
Gain on the bargain purchase				40,273			-					-			-
Gain on sale of investment<br> available for sale				1,056			419					530			140
Total other income				50,948			3,405					6,727			830
INCOME (LOSS) BEFORE<br> INCOME TAX AND NON-CONTROLLING INTEREST				11,761			(7,853	)				6,873			10,855
Income tax expense		)		(1,623	)		(7,398	)		)		(2,362	)		(2,257	)
NET INCOME (LOSS)				10,138			(15,251	)				4,511			8,598
Less: Net loss attributable<br> to non-controlling interest		)		(708	)		(273	)		)		(296	)		(180	)
NET INCOME (LOSS)<br> ATTRIBUTABLE TO ORDINARY SHAREHOLDERS				10,846			(14,978	)				4,807			8,778
NET INCOME (LOSS)				10,138			(15,251	)				4,511			8,598
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation<br> adjustments				8,328			(3,174	)				7,895			(746	)
Unrealized gains on short<br> term investments
Unrealized holding gains<br>arising during period				940			700					499			420
Less: reclassification<br>adjustment for gains included in net income				668			452					381			247
Other comprehensive income<br> (loss)				8,600			(2,926	)				8,013			(573	)
TOTAL COMPREHENSIVE INCOME (LOSS)				18,738			(18,177	)				12,524			8,025
Net income (loss) per<br> share - basic				0.25			(0.34	)				0.11			0.20
Net income (loss) per<br> share - diluted				0.25			(0.34	)				0.11			0.20
Weighted average shares<br> used in calculating basic net income (loss) per share				43,577,168			43,469,610					43,583,418			43,503,109
Weighted average shares<br> used in calculating diluted net income (loss) per share				43,577,168			43,469,610					43,583,418			43,647,645

All values are in US Dollars.

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AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF 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, 2020		38,858,199		730		4,708,415		90		3,508,745			20,185			(3,372,409	)		6,341			(680	)		163,002
Share-based<br> compensation		-		-		-		-		238			-			-			-			-			238
Issuance<br> of ordinary shares for restricted stock award		12,500		0		-		-		(0	)		-			-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-			-			433			-			433
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-			-			154			-			154
Net<br> income/(loss)		-		-		-		-		-			-			6,039			-			(412	)		5,627
Balance<br> as of March 31, 2020		38,870,699		730		4,708,415		90		3,508,983			20,185			(3,366,370	)		6,928			(1,092	)		169,454
Share-based<br> compensation		-		-		-		-		242			-			-			-			-			242
Issuance<br> of ordinary shares for restricted stock award		12,500		1		-		-		(1	)		-			-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-			-			7,895			-			7,895
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-			-			118			-			118
Deregistration<br> of subsidiaries		-		-		-		-		-			(15,473	)		15,473			-			-			-
Net<br> income/(loss)		-		-		-		-		-			-			4,807			-			(297	)		4,510
Balance<br> as of June 30, 2020		38,883,199		731		4,708,415		90		3,509,224			4,712			(3,346,090	)		14,941			(1,389	)		182,219
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

Confidential Draft

Discussion ofSegment Operations

(All amountsin thousands)

	For the six months ended June 30,								For the three months ended June 30,
	2020		2020			2019			2020		2020			2019
	US		RMB			RMB			US		RMB			RMB
NET REVENUES
K-12 Schools				126,800			150,958					85,389			87,165
CP&CE Programs				118,942			133,046					70,074			78,193
Total net revenues				245,742			284,004					155,463			165,358
COST OF REVENUES
K-12 Schools		)		(74,542	)		(90,093	)		)		(41,113	)		(47,797	)
CP&CE Programs		)		(99,240	)		(87,136	)		)		(53,938	)		(49,377	)
Total cost of revenues		)		(173,782	)		(177,229	)		)		(95,051	)		(97,174	)
GROSS PROFIT
K-12 Schools				52,258			60,865					44,276			39,368
CP&CE Programs				19,702			45,910					16,136			28,816
Total gross profit				71,960			106,775					60,412			68,184

All values are in US Dollars.