UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
Commission File Number:
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 annualreports 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 ishereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-264878), and to be a partthereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 SecuritiesExchange 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 (GLOBENEWSWIRE) -- 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 collaborationand live events, today announced its unaudited financial and operating results for the three-month and six-month periods ended June30, 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 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 marginsand improved our profitability, all driven by the increasing adoption of our HybriU platform,” said Dr. Jin Huang, Ambow’sPresident, Chief Executive Officer, and acting Chief Financial Officer. “Our results reflect the strength of our business modeland our disciplined approach to managing resources. With $11.3 million in cash resources and HybriU's growing footprint, we’re well-positionedto meet rising demand for hybrid learning and enterprise solutions across borders. In the months ahead, we plan to roll out new HybriUproducts designed to help universities and global businesses improve engagement and outcomes. With our comprehensive HybriU platform andexpanding partnerships, HybriU is helping reshape how people learn and work together, transcending geographic limitations with cutting-edgeAI. 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 secondquarter 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. Securitiesand Exchange Commission (the “SEC”) at www.sec.gov.
About Ambow
Ambow Education Holding Ltd. is a U.S.-based, AI-driven technologycompany 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 experiencesacross 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 involveknown and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Ambow andthe industry. All information provided in this press release is as of the date hereof, and Ambow undertakes no obligation to update anyforward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be requiredby law. Although Ambow believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure youthat its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipatedresults.
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 December 31, | As of June 30, | |||||||
| 2024 | 2025 | |||||||
| $ | $ | |||||||
| Audited | Unaudited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 1,123 | 4,064 | ||||||
| Restricted cash | 7,318 | 7,260 | ||||||
| Accounts receivable, net | 2,541 | 2,052 | ||||||
| Prepaid and other current assets | 659 | 686 | ||||||
| Total current assets | 11,641 | 14,062 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 1,200 | 1,493 | ||||||
| Intangible assets, net | 512 | 507 | ||||||
| Operating lease right-of-use asset | 2,722 | 5,793 | ||||||
| Other non-current assets | 1,296 | 1,339 | ||||||
| Total non-current assets | 5,730 | 9,132 | ||||||
| Total assets | 17,371 | 23,194 | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Short-term borrowings | 2,700 | 4,904 | ||||||
| Accounts payable | 749 | 825 | ||||||
| Accrued and other liabilities | 1,029 | 2,284 | ||||||
| Income taxes payable | 12 | 58 | ||||||
| Operating lease liability, current | 2,357 | 712 | ||||||
| Total current liabilities | 6,847 | 8,783 | ||||||
| Non-current liabilities: | ||||||||
| Operating lease liability, non-current | 3,787 | 5,290 | ||||||
| Other non-current liabilities | — | 500 | ||||||
| Total non-current liabilities | 3,787 | 5,790 | ||||||
| Total liabilities | 10,634 | 14,573 | ||||||
| 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) | 146 | 146 | ||||||
| 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) | 13 | 13 | ||||||
| Additional paid-in capital | 517,031 | 517,031 | ||||||
| Accumulated deficit | (510,325 | ) | (508,441 | ) | ||||
| Accumulated other comprehensive loss | (128 | ) | (128 | ) | ||||
| Total equity | 6,737 | 8,621 | ||||||
| Total liabilities and equity | 17,371 | 23,194 | ||||||
3
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, | |||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| NET REVENUES | ||||||||||||||||
| Educational programs and services | 4,773 | 3,902 | 2,399 | 1,912 | ||||||||||||
| HybriU licensing and selling | — | 1,178 | — | 854 | ||||||||||||
| Total net revenues | 4,773 | 5,080 | 2,399 | 2,766 | ||||||||||||
| COST OF REVENUES | ||||||||||||||||
| Educational programs and services | (2,208 | ) | (2,049 | ) | (1,064 | ) | (1,071 | ) | ||||||||
| HybriU licensing and selling | — | (220 | ) | — | (220 | ) | ||||||||||
| Total cost of revenues | (2,208 | ) | (2,269 | ) | (1,064 | ) | (1,291 | ) | ||||||||
| GROSS PROFIT | 2,565 | 2,811 | 1,335 | 1,475 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (550 | ) | (499 | ) | (251 | ) | (273 | ) | ||||||||
| General and administrative | (2,280 | ) | (1,642 | ) | (944 | ) | (771 | ) | ||||||||
| Research and development | (150 | ) | (203 | ) | (75 | ) | (102 | ) | ||||||||
| Total operating expenses | (2,980 | ) | (2,344 | ) | (1,270 | ) | (1,146 | ) | ||||||||
| OPERATING (LOSS) INCOME | (415 | ) | 467 | 65 | 329 | |||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest income (expense), net | 66 | (41 | ) | 31 | (29 | ) | ||||||||||
| Other income, net | 60 | 13 | 33 | 30 | ||||||||||||
| Gain on lease termination | — | 1,492 | — | 1,492 | ||||||||||||
| Total other income | 126 | 1,464 | 64 | 1,493 | ||||||||||||
| (LOSS) INCOME BEFORE INCOME TAX | (289 | ) | 1,931 | 129 | 1,822 | |||||||||||
| Income tax benefit (expense) | 505 | (47 | ) | (6 | ) | (47 | ) | |||||||||
| NET INCOME | 216 | 1,884 | 123 | 1,775 | ||||||||||||
| NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | 216 | 1,884 | 123 | 1,775 | ||||||||||||
| OTHER COMPREHENSIVE INCOME, NET OF TAX | ||||||||||||||||
| Other comprehensive income, net | — | — | — | — | ||||||||||||
| TOTAL COMPREHENSIVE INCOME | 216 | 1,884 | 123 | 1,775 | ||||||||||||
| Net income per share – basic and diluted | 0.0038 | 0.0330 | 0.0022 | 0.0311 | ||||||||||||
| Net income per ADS – basic and diluted | 0.0760 | 0.6600 | 0.0440 | 0.6220 | ||||||||||||
| Weighted average shares used in calculating basic and diluted net income per share | 57,127,524 | 57,127,524 | 57,127,524 | 57,127,524 | ||||||||||||
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
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 | ||||||||||
The accompanying notes are an integral part ofthese 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 | ||||||||||
The accompanying notes are an integral part ofthese 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, | |||||||||
| Note | 2024 | 2025 | ||||||||
| $ | $ | |||||||||
| Audited | Unaudited | |||||||||
| EQUITY | ||||||||||
| Preferred shares | ||||||||||
| ($ | ||||||||||
| Class A Ordinary shares | ||||||||||
| ($ | ||||||||||
| Class C Ordinary shares | ||||||||||
| ($ | ||||||||||
| Additional paid-in capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||
| Total equity | ||||||||||
| Total liabilities and equity | ||||||||||
The accompanying notes are an integral part ofthese 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 | |||||||||||||||||
The accompanying notes are an integral part ofthese 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 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 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part ofthese 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 | ||||||||
The accompanying notes are an integral part ofthese 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 financialstatements of Ambow Education Holding Ltd. (hereinafter referred to as the “Company”) and its subsidiaries. The Company andits subsidiaries are hereinafter collectively referred to as the “Group.” The Group is a U.S.-based innovator of AI-poweredphygital (physical + digital) solutions for education, corporate collaboration and live events. Its mission is to eliminate barriers betweenphysical 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. Throughits 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 assetsexceeded its consolidated current liabilities by $
The Group’s principal sources of liquidity were cash providedby operating activities, bank borrowings. The Group reported net cash used in operating activities of $
The Group’s operating results for future periods are subjectto numerous uncertainties and it is uncertain if the Group will be able to continuously achieve a net income position in the foreseeablefuture. If management is not able to increase revenues and/or manage costs and operating expenses in line with revenue forecasts, theGroup may not be able to achieve profitability.
The Group believes that available cash and cash equivalents, restrictedcash released within 12 months, and cash provided by operating activities, together with cash available from the activities mentionedabove, should enable the Group to meet presently anticipated cash needs for at least the next 12 months after the issue date of the unauditedcondensed consolidated financial statements, and the Group has prepared the unaudited condensed consolidated financial statements on agoing concern basis. However, the Group continues to have ongoing obligations and expects that it will require additional capital to executeits longer-term business plan. If the Group encounters unforeseen circumstances that place constraints on its capital resources, managementwill be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additionalpublic offerings, obtaining credit facilities, streamlining business units, controlling rental, overhead and other operating expensesand seeking to further dispose of non-cash generating units. Management cannot provide any assurance that the Group will raise additionalcapital if needed.
3. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of presentation
The accompanying unaudited condensed consolidated financial statementsof 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 theopinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosuresnormally present in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to suchrules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statementsand footnotes thereto, included in the Company’s 2024 Annual Report filed with the SEC on March 28, 2025. The interim results ofoperations 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 programsand licensing and sales of HybriU solutions.
The core principle of ASC 606 is that an entity recognizes revenuewhen control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the entityexpects 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 obligationsin the contract;
Step 5: Recognize revenue when (or as) the entity satisfies a performanceobligation.
The Group has two reportable segments.
For undergraduate students, usually there are no written formal contractsbetween the Group and the students according to business practice. Records with students’ name, grade, tuition and fee collectedare signed or confirmed by students. Academic requirements and each party’s rights are communicated with students through enrollmentbrochures or daily teaching and academic activities.
For undergraduate students, the Group’s performance obligationis to provide acknowledged academic education within academic years, and post-secondary with Associates and Bachelor’s programswithin agreed-upon periods. The transaction price is the tuition fee received and circumstances like other variable consideration, significantfinancing 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 overtime, and recognizes revenue according to school days consumed in each month of a semester.
We also generate revenue primarily through the licensing and salesof HybriU solutions.
Licensing - There is only one performance obligation for Licensingwhich is to deliver our HybriU solution to customers as a combination of software, user manuals, technical documentation and other relatedmaterials, from which customers can benefit alongside ready-made resources. Revenue for Licensing is recognized at the point in time ofdelivery of the HybriU solution because the solution is considered functional intellectual property due to its significant standalonefunctionality, and the Group does not expect to substantively change that functionality in any way that would significantly affect theutility of the solution after delivery. The Group also promises to provide unspecified updates, bug fixes and error collection for thesolution (referred to as “technical support”) free of charge if any issues occur during the operation and if support is requestedby customers during the licensing term. This technical support is considered an immaterial promise and not identified as a single performanceobligation because it is minimally and infrequently provided to customers based on historical experience which is also in line with theGroup’s expectations. There is no variable consideration and significant financing component.
For sales of HybriU solutions, the performance obligation is similarlyfulfilled at the point in time when control of the product transfers to the customer. This includes the delivery of hardware and the fullsoftware package, along with all necessary documentation and resources for immediate use. Revenue is recognized upon delivery, as thecustomer 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 12months from the date of delivery of the products. The Group determines that such product warranty is not a separated performance obligationbecause the nature of warranty is to provide assurance that a product will function as expected and in accordance with customer’sspecification and the Group has not sold the standard warranty separately. As the Group has only recently commenced sales and, based onestimates, does not expect to incur any significant warranty costs in the future, it has determined that no provision for warranty expensesis required for the period ended 30 June 2025.
F-9
Contract Balances
The Group classifies its right to consideration in exchange for servicetransferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional ascompared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Grouprecognizes accounts receivable in its consolidated balance sheets when it performs a service in advance of receiving consideration andit has the unconditional right to receive consideration. A contract asset is recorded when the Group has transferred services to the customerbefore 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 relatesto 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 $
c. Segment reporting
In accordance with ASC 280-10, Segment Reporting: Overall, the Group’schief operating decision maker (“CODM”) has been identified as the Chief Executive Officer.
In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures, which expands public entities’ segment disclosures, among others, requiringdisclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segmentprofit or loss; an amount and description of its composition for other segment items; and interim disclosures of a reportable segment’sprofit or loss and assets.
The Group’s chief operating decision maker has been identifiedas the Chief Executive Officer who reviews financial information of operating segments based on US GAAP amounts when making decisionsabout 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, evaluatesoperating performance, and monitors budget versus actual results using net income. There is no reconciling items or adjustments betweensegment income and net income as presented in the Group’s statements of operations. The CODM does not review assets in evaluatingthe 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 receivableand long-term receivable included in other non-current assets by utilizing historical write-off rates as a starting point for determiningexpected 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 lossesis adjusted for current conditions and reasonable and supportable forecasts.
e. Leases
The Group accounts for its lease under ASC 842 Leases, and identifieslease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (anidentified asset) for a period of time in exchange for consideration. For all operating leases except for short-term leases, the Grouprecognizes operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-termlease and not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. The Group recognizes lease expensefor short-term leases on a straight-line basis over the lease term. The operating lease liabilities are recognized based on the presentvalue of the lease payments not yet paid, discounted using the Group’s incremental borrowing rate over a similar term of the leasepayments at lease commencement. Some of the Group’s lease agreements contain renewal options; however, the Group do not recognizeright-of-use assets or lease liabilities for renewal periods unless it is determined that the Group is reasonably certain of renewingthe lease at inception or when a triggering event occurs. The right-of-use assets consist of the amount of the measurement of the leaseliabilities 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 shallclassify the lease as an operating lease.
f. Income taxes
Income taxes are provided for in accordance with the laws of the relevanttaxing authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities andtheir reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory taxrates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is morelikely 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 theclassification 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 theinterest and penalties related to tax positions recognized. As of June 30 2025, the Company did not have any interest or penalty on taxdeficiencies.
Deferred tax liabilities and assets are classified as noncurrent andpresented 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 relatedto the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with earlyadoption permitted. The Group is currently evaluating the impact of the above new accounting pronouncement or guidance on the consolidatedfinancial 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-tradedbusiness entities to disclose specified information about the components of certain costs and expenses that are currently disclosed inthe financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reportingperiods beginning after December 15, 2027. Early adoption is permitted. The Group is currently evaluating the impact of the above newaccounting 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 inthe 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 statements of cash flows | ||||||||
(Note i)
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 | ||||||||
Allowances for credit losses of and were provided during thesix months ended June 30, 2024 and 2025, respectively. Allowances for credit losses of $
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 | ||||||||
(Note i)
(Note ii)
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 | ||||||||
(Note i)
F-12
8. SHORT-TERM BORROWINGS
The following table sets forth the loan agreements of short-term borrowingsfrom banks:
| Amount | Annual Interest | Repayment | ||||||||||||
| Date | Borrower | Lender | ($) | Rate | Due Date | |||||||||
| January 9, 2024 | % | |||||||||||||
| October 11, 2022 | % | |||||||||||||
| June 12, 2025 | % | Based on the actual repayment | ||||||||||||
In October 2022 and January 2024, the Group pledged its restrictedcash amount of $
In April 2025, the Group entered into a loan agreement with EvertrustBank for $
On October 11, 2022, the Group received a loan from Cathay Bank inthe amount of $
9. ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities consisted of the following:
| As of | ||||||||
| December 31, 2024 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Accrued payroll and welfare | ||||||||
| Sales tax and others | ||||||||
| Amounts due to students | ||||||||
| Deferred revenue | ||||||||
| Amounts due to landlord for Lease Termination (Note i) | ||||||||
| Others | ||||||||
| Total | ||||||||
(Note i)
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 | ||||||||
(Note i)
In June 2025, the Group entered into a settlement agreement with thelandlord, resulting in a gain of $
11. CONCENTRATIONS
Financial instruments that potentially expose the Group to concentrationsof credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, other receivable and other non-currentassets. The Group places its cash and cash equivalents with financial institutions with high-credit ratings in the U.S. The Group conductscredit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Group evaluatesits 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 totalrevenues 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 June30, 2025.
The debtors who accounted for 10% or more of the Group’s consolidatedaccounts receivable was as follows:
| As of June 30, | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| Debtors | $ | % | $ | % | ||||||||||||
| Accounts receivable | ||||||||||||||||
| Company A | % | |||||||||||||||
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
2024 Equity Incentive Plan
On December 20, 2024, we adopted the Company’s 2024 Equity IncentivePlan (the “Plan”), which became effective upon the approval of the shareholders at the Annual Meeting of Shareholders on December20, 2024.The Plan provides for the grant of stock options, SARs, performance share awards, performance unit awards, distribution equivalentright 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 maybe awarded and sold under the Plan is
Share options
Management of the Group is responsible for determining the fair valueof options granted and has considered a number of factors when making this determination, including valuations. The Group did not grantoptions during the six months ended June 30, 2024 and 2025. As of December 31, 2024 and June 30, 2025, all share options were vested andpreviously expensed.
Restricted stock awards
On November 22, 2018, the Board of Directors approved the grant of
The Group recorded share-based compensation expenses of nil and 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 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 subsidiariesincorporated in the Cayman Islands are not subject to tax on income or capital gains. In addition, upon payment of dividends by the Companyto its shareholders, no Cayman Islands withholding tax will be imposed.
U.S.
Significant components of the provision for income taxes on earningsfor 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) | ( | ) | ||||||
Reconciliation between total income tax expense and the amount computedby applying the U.S. statutory income tax rate to income before income taxes is as follows:
| Six months ended June 30, | ||||||||
| 2024 | 2025 | |||||||
| % | % | |||||||
| Unaudited | Unaudited | |||||||
| Weighted average statuary tax rate | % | % | ||||||
| States taxes, net of federal benefit | % | ( | )% | |||||
| Tax effect of non-deductible expenses | ( | )% | % | |||||
| Tax effect of non-taxable income | % | % | ||||||
| Changes in valuation allowance | ( | )% | ( | )% | ||||
| Effect of tax amendment | % | % | ||||||
| Effective tax rate | % | % | ||||||
F-16
14. NET INCOME PER SHARE
The following table sets forth the computation of basic and dilutednet 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) | ||||||||
(Note i)
Basic income per share is computed using the weighted average numberof the ordinary shares outstanding during the six months ended June 30, 2024 and 2025. Diluted income per share is computed using theweighted 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 corporateoffices.
The components of lease expense were as follows:
| Six Months ended June 30, | ||||||||
| 2024 | 2025 | |||||||
| $ | $ | |||||||
| Unaudited | Unaudited | |||||||
| Operating lease expense | ||||||||
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 | ||||||||
F-17
Supplemental balance sheet information related to leases was as follows:
| Six Months ended June 30, | ||||||||
| 2024 | 2025 | |||||||
| Unaudited | Unaudited | |||||||
| Weighted-average Remaining Lease Term | ||||||||
| Operating leases | ||||||||
| Weighted-average Discount Rate | ||||||||
| Operating leases | % | % | ||||||
The Group’s lease agreements do not have a readily determinablediscount rate. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interestthe Group would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similareconomic environment. The weighted-average discount rate was calculated using the discount rate for the lease that was used to calculatethe 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 theremaining 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 | ||||
As of June 30, 2025, the Group had no material operating or financeleases that had not yet commenced.
F-18
16. SEGMENT REPORTING
Pursuant to ASC 280-10, SegmentReporting: Overall, the Group’s chief operating decision maker (“CODM”) has been identified as the ChiefExecutive Officer. The CODM reviews financial information of operating segments prepared based on U.S. GAAP when making decisions aboutallocating resources and assessing performance of the Group.
In November 2023, FASB issuedASU 2023-07, Segment Reporting (Topic 280). Consistent with ASU 2023-07, the Group evaluates its operating segments. For the three-monthand 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.
Theaccounting policies of the segments are the same as those described in the summary of significant accounting policies. The CODM evaluatesperformance based on each reporting segment’s revenues and cost of revenues and uses these results to evaluate the performanceof, and to allocate resources to each of the segments.
| 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 | ( | ) | ||||||||||||||
F-19
Exhibit 99.3
MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financialcondition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for theperiods specified in the earnings release included as an exhibit to this Form 6-K. We undertake no obligation to publicly update any forward-lookingstatements 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 deliveringimmersive, intelligent and real-time experiences across industries.
Designed to bridge the gap between in-person andremote interaction, HybriU enables AI-driven automation, deep engagement and seamless collaboration. With HybriU, Ambow is redefininghow people connect, learn and grow, empowering greater access, equity and innovation in education and beyond.
For the six months ended June 30, 2025, net revenuesincreased 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, netrevenues 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 netrevenues 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 affectingthe U.S. education industry in general, we believe our business is more directly affected by company-specific factors, including, amongothers:
| ● | The number of student enrollments and fees we charge. The numberof student enrollments is largely driven by the demand for our educational programs, the amount of fees we charge, the effectiveness ofour marketing and brand promotion efforts, the locations and capacity of our campuses, our ability to maintain the consistency and qualityof our teaching, and our ability to respond to competitive pressures, as well as seasonal factors. We plan to continue to add new offeringsto attract students of different needs and provide cross-selling opportunities. Our course fees are determined based on several factors,including market demand, the target audience, campus location and capacity, the cost of delivering our programs, and the pricing of comparablecourses offered by competitors. |
| ● | The number of orders and contracts we obtain. Our product revenue is directly impacted by the number and value of orders and contracts we secure. A higher volume of confirmed orders generally results in increased revenue, as it indicates strong market demand and effective sales performance. Conversely, a decrease in order volume may adversely affect revenue, 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 duringthe six-month period ended June 30, 2025.
Key financial performance indicators
Key financial performance indicators consist ofnet revenues, cost of revenues, gross profit and operating expenses, which are discussed in greater detail below. The following tablesset 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 | 4,773 | 100.0 | 5,080 | 100.0 | ||||||||||||
| Cost of revenues | (2,208 | ) | (46.3 | ) | (2,269 | ) | (44.7 | ) | ||||||||
| Gross Profit | 2,565 | 53.7 | 2,811 | 55.3 | ||||||||||||
| For the three months ended June 30, | ||||||||||||||||
| 2024 | 2024 | 2025 | 2025 | |||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 2,399 | 100.0 | 2,766 | 100.0 | ||||||||||||
| Cost of revenues | (1,064 | ) | (44.4 | ) | (1,291 | ) | (46.7 | ) | ||||||||
| Gross Profit | 1,335 | 55.6 | 1,475 | 53.3 | ||||||||||||
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 servicesand 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 operationof 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. |
2
Gross profit and gross margin
Gross profit was $2.6 million, $2.8 million, $1.3million 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 grossmargin were mainly attributable to the higher profit margins in HybriU-related activities.
Operating expenses
Operating expenses consist of selling and marketingexpenses, general and administrative expenses and research and development expenses. The following tables set forth the components ofthe 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 | 4,773 | 100.0 | 5,080 | 100.0 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (550 | ) | (11.5 | ) | (499 | ) | (9.8 | ) | ||||||||
| General and administrative | (2,280 | ) | (47.8 | ) | (1,642 | ) | (32.3 | ) | ||||||||
| Research and development | (150 | ) | (3.1 | ) | (203 | ) | (4.0 | ) | ||||||||
| Total operating expenses | (2,980 | ) | (62.4 | ) | (2,344 | ) | (46.1 | ) | ||||||||
| For the three months ended June 30, | ||||||||||||||||
| 2024 | 2024 | 2025 | 2025 | |||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 2,399 | 100.0 | 2,766 | 100.0 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (251 | ) | (10.5 | ) | (273 | ) | (9.9 | ) | ||||||||
| General and administrative | (944 | ) | (39.3 | ) | (771 | ) | (27.9 | ) | ||||||||
| Research and development | (75 | ) | (3.1 | ) | (102 | ) | (3.7 | ) | ||||||||
| Total operating expenses | (1,270 | ) | (52.9 | ) | (1,146 | ) | (41.4 | ) | ||||||||
Selling and marketing expenses. Our sellingand marketing expenses primarily consisted of expenses relating to advertising, seminars, marketing and promotional trips and other communityactivities for brand promotion purposes. Our selling and marketing expenses decreased by 16.7% to $0.5 million for the six months endedJune 30, 2025, from $0.6 million for the same period of 2024. The decreases in selling and marketing expenses in the six months endedJune 30, 2025, which were primarily due to streamlining of sales channels.
General and administrative expenses. Ourgeneral 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 depreciationand amortization of property and equipment used in our general and administrative activities, as well as bad-debt provision. Our generaland administrative expenses decreased by 30.4% to $1.6 million for the six months ended June 30, 2025, from $2.3 million for the sameperiod 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 periodof 2024. The decreases were primarily attributed to reduced rental expenses.
3
Research and development. Our research anddevelopment consisted of personnel-related expenses directly associated with our research and development organization, depreciation ofequipment used in research and development, and allocated overhead. Our research and development expenses were essentially stable forthe six months and three months ended June 30, 2025 and 2024.
We are a Cayman Islands company and we currentlyconduct operations primarily through our U.S. subsidiaries. Under the current laws of the Cayman Islands, Ambow is not subject to taxeson 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 provisionis generated from our U.S. subsidiaries’ operations, which have a federal statutory income tax rate of 21%. Current income taxes are providedfor in accordance with the laws and regulations in the U.S. Deferred income taxes are recognized when temporary differences exist betweenthe tax bases and their reported amounts in the consolidated financial statements.
Critical accounting estimates
The preparation of consolidated financial statementsin conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues andexpenses, 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’sfinancial condition and results of operations, and which require the company to make its most difficult and subjective judgments, oftenas a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified certainaccounting 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—Summaryof 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 arereasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under differentassumptions, judgments or conditions. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us tomake assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimatethat are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the currentperiod, would have a material impact on our financial condition or results of operations. We consider our critical accounting estimatesto include (i) allowance for credit losses; (ii) impairment of long-lived assets, and (iii) valuation allowance for deferred tax assetsas follows:
Allowance for credit losses
Our accounts receivable and long-term receivablesincluded in other non-current assets are within the scope of ASC 326. For accounts receivable, we estimate the loss rate based on historicalexperience, the age of the receivable balances, credit quality of its customers, current economic conditions, reasonable and supportableforecasts 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 requireus to use substantial judgment in assessing its collectability. When facts subsequently become available to indicate that the allowanceprovided requires an adjustment, a corresponding adjustment is made to the allowance account as a change in estimate.
4
Impairment of long-lived assets
We review our long-lived assets for impairmentwhenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these eventsoccur, we measure impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flowsexpected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is lessthan the carrying amount of the assets, we will recognize an impairment loss based on the fair value of the assets, using the expectedfuture discounted cash flows. Fair value is estimated based on various valuation techniques, including the discounted value of estimatedfuture cash flows. The evaluation impairment requires the Company to make assumptions about future cash flows over the life of the assetbeing evaluated.
Allowance for deferred tax assets
Deferred tax assets are reduced by a valuationallowance 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 theexpected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferredincome taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities andtheir financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in whichthe differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assetsto the amount expected to be realized. Changes to the estimates for the tax consequences in future years can significantly affect thevaluation allowance for deferred tax assets.
Results of operations
The following table sets forth a summary of ourunaudited condensed consolidated statements of operations for the periods indicated. This information should be read together with ourunaudited condensed consolidated financial statements and related notes included elsewhere in this report. We believe that period-to-periodcomparisons 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 | 4,773 | 5,080 | 2,399 | 2,766 | ||||||||||||
| COST OF REVENUES: | ||||||||||||||||
| - Educational programs and services and HybriU licensing and selling | (2,208 | ) | (2,269 | ) | (1,064 | ) | (1,291 | ) | ||||||||
| GROSS PROFIT | 2,565 | 2,811 | 1,335 | 1,475 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (550 | ) | (499 | ) | (251 | ) | (273 | ) | ||||||||
| General and administrative | (2,280 | ) | (1,642 | ) | (944 | ) | (771 | ) | ||||||||
| Research and development | (150 | ) | (203 | ) | (75 | ) | (102 | ) | ||||||||
| Total operating expenses | (2,980 | ) | (2,344 | ) | (1,270 | ) | (1,146 | ) | ||||||||
| OPERATING (LOSS) INCOME | (415 | ) | 467 | 65 | 329 | |||||||||||
| OTHER INCOME | 126 | 1,464 | 64 | 1,493 | ||||||||||||
| (LOSS) INCOME BEFORE INCOME TAX | (289 | ) | 1,931 | 129 | 1,822 | |||||||||||
| Income tax benefit (expense) | 505 | (47) | (6 | ) | (47) | |||||||||||
| NET INCOME | 216 | 1,884 | 123 | 1,775 | ||||||||||||
| NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | 216 | 1,884 | 123 | 1,775 | ||||||||||||
5
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 $0.4million 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 primarilydue to revenues generated by HybriU.
Cost of revenues. Cost of revenues amountedto $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 monthsended 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 thethree months ended June 30, 2025, from $1.3 million in the same period of 2024.
Gross margin. Gross margin increased to55.3% 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 June30, 2025, from 55.6% in the same period of 2024.
Operating expenses. Total operating expensesdecreased 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 decreasedby 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 changesis 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 expensesdecreased 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 decreasedby 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 primarilyattributable 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 millionfor 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-mentionedfactors, 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 thesame 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 thesame period of 2024.
6
B. Liquidity and Capital Resources
As of June 30, 2025, our consolidated current assets exceeded consolidatedcurrent liabilities by $5.3 million. With certain non-cash payment adjustments excluded, there would have been a positive working capitalbalance 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 providedby operating activities and bank borrowings. We had net cash used in operating activities of $0.6 million and net cash provided by $1.0million for the six months ended June 30, 2024 and 2025, respectively. As of June 30, 2025, we had $4.0 million in unrestricted cash andcash equivalents.
Our operating results for future periods are subjectto numerous uncertainties, and it is uncertain if we will be able to continuously achieve a net income position for the foreseeable future. Ifmanagement is not able to increase revenue and/or manage costs and operating expenses in line with revenue forecasts, we may not be ableto 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 activitiesmentioned above, should enable us to meet presently anticipated cash needs for at least the next 12 months after the issue date of thefinancial statements, and we have prepared the unaudited consolidated financial statements on a going concern basis. However, we continueto have ongoing obligations, and we expect that we will require additional capital to execute our longer-term business plan. If we encounterunforeseen circumstances that place constraints on our capital resources, management will be required to take various measures to conserveliquidity, 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 generatingunits. Management cannot provide any assurance that the Group will raise additional capital if needed.
Short-term borrowings
Loan agreements for short-term borrowings consistedof the following:
| As of December 31, | As of June 30, | |||||||||
| Maturities | 2024 | 2025 | ||||||||
| $ | $ | |||||||||
| (In thousands) | ||||||||||
| Short-term bank borrowing from Cathay Bank | October 2025 | 1,500 | 1,500 | |||||||
| Short-term bank borrowing from Cathay Bank | December 2025 | 1,200 | 1,200 | |||||||
| Short-term bank borrowing from EverTrust Bank | Based on the actual repayment | — | 2,204 | |||||||
The weighted average interest rate of the outstanding borrowings was6.16% and 6.22% per annum as of December 31, 2024 and June 30, 2025, respectively. The fair values of the borrowings approximate theircarrying 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 $0.1million and $0.1 million for the six months ended June 30, 2024, and 2025, respectively. There was neither capitalization as additionsto 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 unauditedcondensed consolidated financial statements appearing elsewhere in this Form 6-K for further information.
7
Holding company structure
Ambow is a Cayman Islands holding company. We conductour operations primarily through our subsidiaries in the United States. If our subsidiaries or any newly formed subsidiaries incur debton 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 resultsof operations in recent years. Although we were not materially affected by inflation in the past, we can provide no assurance thatwe 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-timeand part-time software and educational professionals. We spent $0.2 million and $0.2 million on research and development expenses forthe six months ended June 30, 2024 and 2025, respectively.
D. Trend Information
For a discussion of significant recent trends inour financial condition and results of operations, please see “Management’s Discussion and Analysis of Financial Conditionand 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 guaranteesor other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts thatare 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 arrangementsas of December 31, 2024 and June 30, 2025.
F. Contractual Long-Term Obligations
The following table presents a summary of the contractuallong-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 | 7.3 | 0.2 | 2.9 | 2.7 | 1.5 | |||||||||||||||
| Amounts due to landlord for lease termination | 2.0 | 1.3 | 0.7 | — | — | |||||||||||||||
8