Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Name	Symbol	Market	Type
Ambow Education Holding Ltd	AMEX:AMBO	AMEX	Depository Receipt

	Price Change	% Change	Price	High Price	Low Price	Open Price	Traded	Last Trade
	-0.009	-0.51%	1.77	2.10	1.46	1.97	236,740	00:58:58

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2023

Commission File Number: 001-34824

Ambow Education Holding Ltd.

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

19925 Stevens Creek Blvd, Cupertino, CA 95014

United States of America

Telephone: +1 (628) 888-4587

(Address of principal executive offices)

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

Form 20-F ☒ Form 40-F ☐

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): ☐

Other Information

Attached hereto as Exhibit 99.1 is a press release dated November 28, 2023, announcing the Company’s unaudited financial and operating results for the three months and six months ended June 30, 2023.

The information contained in Exhibits 99.2 and 99.3 on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-264878), and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits

99.1 Press Release, dated November 28, 2023

99.2 Unaudited Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2022 and 2023 and Notes to the Unaudited Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2022 and 2023

99.3 Management Discussion and Analysis of Financial Condition and Results of Operations

101.INS XBRL Instance Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH XBRL Taxonomy Extension Schema Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Labels Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	Ambow Education Holding Ltd.

	By:	/s/Jin Huang
	Name: Dr. Jin Huang
	Title: President and Chief Executive Officer

Date: November 28, 2023

Exhibit 99.1

Ambow Education Announces Second Quarter and First Half of 2023 Financial Results

CUPERTINO, Calif., November 28, 2023 /PRNewswire/ -- Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE American: AMBO), a technology-driven educational company with primary operations in the United States, today announced its unaudited financial and operating results for the three-month and six-month periods ended June 30, 2023.

“We are at the forefront of emerging trends in education, indicating a shift towards an integrated, AI-driven hybrid model encompassing both education and workforce training," said Dr. Jin Huang, President, Chief Executive Officer, and acting Chief Financial Officer of Ambow. "Over the last six months, we have closed underperforming business units and redirected our focus toward the development and deployment of our HybriU AI solution. As a result, in the first half of 2023, we witnessed a substantial improvement in profit margins, successfully narrowing our operating loss by an impressive 50%. Since its official launch in July, the HybriU AI digital education solution has been successfully deployed in classrooms throughout NewSchool Architecture & Design in San Diego, Calif., facilitating a seamless, cutting-edge AI hybrid learning model. Looking ahead, we are actively expanding our HybriU initiatives with partnerships in various institutions, leading colleges, universities, and corporations to drive the next stage of Ambow’s growth. We are optimistic about our prospects for the next year. Our turnaround efforts are yielding results as the HybriU AI solution continues to gain traction, and we expect to achieve operating profitability in 2024.”

Second Quarter 2023 Financial Highlights

●	Net revenues for the second quarter of 2023 decreased by 46.0% to $2.7 million from $5.0 million for the same period of 2022. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year.

●	Gross profit for the second quarter of 2023 decreased by 20.0% to $1.2 million from $1.5 million for the same period of 2022. Gross profit margin was 44.4%, compared with 30.0% for the second quarter of 2022.

●

Operating expenses for the second quarter of 2023 decreased by 47.4% to $2.0 million from $3.8 million for the same period of 2022. The decrease was primarily due to the Company’s issuance of 5.2 million shares of fully vested restricted stock units to senior management and key employees as compensation during the second quarter of 2022, and stringent expense controls to improve operating efficiency.

●	Operating loss for the second quarter of 2023 was $0.8 million, compared to an operating loss of $2.3 million for the same period of 2022.

●

Net loss attributable to ordinary shareholders from continuing operations for the second quarter of 2023 was $1.0 million, or $0.02 per basic and diluted share, compared with a net loss from continuing operations of $2.5 million, or $0.05 per basic and diluted share, for the same period of 2022.

●	As of June 30, 2023, Ambow maintained strong cash resources of $12.4 million, comprising cash and cash equivalents of $6.9 million and restricted cash of $5.5 million.

First Six Months 2023 Financial Highlights

●	Net revenues for the first six months of 2023 decreased by 37.1% to $6.1 million from $9.7 million for the same period of 2022. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year.

●	Gross profit for the first six months of 2023 decreased by 16.7% to $2.0 million from $2.4 million for the same period of 2022. Gross profit margin was 32.8%, compared with 24.7% for the same period of 2022.

●	Operating expenses for the first six months of 2023 decreased by 40.0% to $3.9 million from $6.5 million for the same period of 2022. The decrease was primarily due to the Company's issuance of 5.2 million shares of fully

vested restricted stock units to senior management and key employees as compensation during the three months ended June 30, 2022, and stringent expense controls to improve operating efficiency. Also, the permanent closure of Bay State College at the end of the 2022-2023 academic year has led to lower expenses.

●	Operating loss for the first six months of 2023 was $1.9 million, compared to an operating loss of $4.1 million for the same period of 2022.

●

Net loss attributable to ordinary shareholders from continuing operations for the first six months of 2023 was $2.2 million, or $0.04 per basic and diluted share, compared with a net loss from continuing operations of $4.4 million, or $0.10 per basic and diluted share, for the same period of 2022.

The Company’s financial and operating results for the second quarter and first half of 2023 can also be found on its Report of Foreign Private Issuer on Form 6-K, to be furnished with the U.S. Securities and Exchange Commission at www.sec.gov.

Exchange Rate Information

Historically, Ambow presented its financial results in Renminbi. Starting on January 1, 2023, Ambow changed its reporting currency from Renminbi to U.S. dollars, as the majority of Ambow’s revenues and expenses are now denominated in U.S. dollars. Ambow believes the alignment of the reporting currency with its underlying operations better illustrates its operational results for each period. Ambow has applied the change of reporting currency retrospectively to its historical results of operations and financial statements included in this press release.

Bay State College Closure

On January 19, 2023, the New England Commission of Higher Education (“NECHE”) informed Bay State College (“BSC”) of its intention to withdraw BSC’s accreditation as of August 31, 2023. Following the rejection of Ambow’s appeal, on April 11, 2023, the Board of Trustees voted to permanently close Bay State College at the end of the 2022-2023 academic year. Accordingly, this permanent closer has been completed. The College provided academic support and transitional services to students through August 31, 2023, and signed agreements with several area universities to provide program completion pathways to Bay State students, often with enhanced transfer and other opportunities.

Subsequent Events

Ambow received a continued listing deficiency notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) dated September 21, 2023, stating that the Company’s securities had been selling for a low price per share for a substantial period of time and the Company is not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the NYSE American Company Guide (“Company Guide”). NYSE American staff determined that Ambow’s continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement no later than March 21, 2024. The Company intends to complete a reverse stock split in order to regain compliance with the NYSE American’s continued listing standards set forth in the Company Guide in a timely manner.

About Ambow

Ambow Education Holding Ltd. is an AI technology-driven educational company with primary operations in the United States. Through the operation of its for-profit colleges and dynamic patented open platform technology, Ambow offers high-quality, individualized, and dynamic career education services and products. For more information, visit Ambow's website at https://www.ambow.com/.

Safe Harbor Statement

This press release contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates” and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Ambow and the industry. All information provided in this press release is as of the date hereof, and Ambow undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although Ambow believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.

For more information, please contact:

Ambow Education Holding Ltd.
E-mail: ir@ambow.com

Piacente Financial Communications
Tel: +1-212-481-2050
E-mail: ambow@tpg-ir.com

AMBOW EDUCATION HOLDING LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	As of December 31,	As of June 30,
	2022	2023
	$	$
		Unaudited
ASSETS
Current assets:
Cash and cash equivalents	3,276	6,913
Restricted cash	4,320	5,490
Accounts receivable, net	1,958	3,690
Prepaid and other current assets	6,119	4,230
Total current assets	15,673	20,323
Non-current assets:
Property and equipment, net	274	19
Intangible assets, net	532	527
Operating lease right-of-use asset	6,842	5,946
Other non-current assets	1,951	1,944
Total non-current assets	9,599	8,436

Total assets	25,272	28,759

LIABILITIES
Current liabilities:
Short-term borrowings	3,000	5,439
Accounts payable	2,409	1,957
Accrued and other liabilities	3,702	6,080
Income taxes payable	523	510
Operating lease liability, current	2,197	2,451
Total current liabilities	11,831	16,437
Non-current liabilities:
Operating lease liability, non-current	5,688	4,900
Total non-current liabilities	5,688	4,900

Total liabilities	17,519	21,337

EQUITY
Preferred shares
($0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of December 31, 2022 and June 30, 2023)	—	—
Class A Ordinary shares
($0.003 par value; 66,666,667 and 66,666,667 shares authorized, 47,419,109 and 52,419,109 shares issued and outstanding as of December 31, 2022 and June 30, 2023, respectively)	131	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, 2022 and June 30, 2023, respectively)	13	13
Additional paid-in capital	515,182	517,031
Accumulated deficit	(507,573)	(509,768)
Accumulated other comprehensive income	—	—
Total equity	7,753	7,422

Total liabilities and equity	25,272	28,759

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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


	For the six months ended		For the three months ended
	June 30,		June 30,
	2022	2023	2022	2023
	$	$	$	$
NET REVENUES
Educational programs and services	9,724	6,097	4,955	2,728
COST OF REVENUES
Educational programs and services	(7,364)	(4,082)	(3,449)	(1,508)

GROSS PROFIT	2,360	2,015	1,506	1,220
Operating expenses:
Selling and marketing	(1,170)	(425)	(486)	(148)
General and administrative	(5,288)	(3,449)	(3,273)	(1,829)
Total operating expenses	(6,458)	(3,874)	(3,759)	(1,977)

OPERATING LOSS	(4,098)	(1,859)	(2,253)	(757)

OTHER EXPENSES
Interest expense, net	(72)	(33)	(33)	(26)
Foreign exchange loss, net	—	(9)	—	(9)
Other expense, net	(134)	(281)	(87)	(196)
Loss on disposal of subsidiaries	(173)	—	(173)	—
Total other expense	(379)	(323)	(293)	(231)

LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTEREST	(4,477)	(2,182)	(2,546)	(988)
Income tax benefit (expense)	34	(13)	34	(13)

LOSS FROM CONTINUING OPERATIONS	(4,443)	(2,195)	(2,512)	(1,001)
Loss from discontinued operations, net of income tax	(9,467)	—	(8,642)	—

NET LOSS	(13,910)	(2,195)	(11,154)	(1,001)
-Less: Net loss attributable to non-controlling interests from continuing operations	—	—	—	—
-Less: Net loss attributable to non-controlling interests from discontinued operations	(180)	—	(134)	—

NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM CONTINUING OPERATIONS	(4,443)	(2,195)	(2,512)	(1,001)
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM DISCONTINUED OPERATIONS	(9,287)	—	(8,508)	—

NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS	(13,730)	(2,195)	(11,020)	(1,001)

OTHER COMPREHENSIVE LOSS, NET OF TAX
Foreign currency translation adjustments	(166)	—	(90)	—
Other comprehensive loss	(166)	—	(90)	—

TOTAL COMPREHENSIVE LOSS	(14,076)	(2,195)	(11,244)	(1,001)

Net loss from continuing operations per share – basic and diluted	(0.10)	(0.04)	(0.05)	(0.02)
Net loss from discontinued operations per share – basic and diluted	(0.20)	—	(0.18)	—

Weighted average shares used in calculating basic and diluted net loss per share	46,756,368	55,525,314	46,825,968	57,127,524

Table of Contents

Exhibit 99.2

AMBOW EDUCATION HOLDING LTD.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
JUNE 30, 2022 AND 2023

CONTENTS


	Pages
Condensed Consolidated Balance Sheets as of December 31, 2022 and June 30, 2023 (Unaudited)	F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2022 and 2023	F-5
Unaudited Condensed Consolidated Statements of Changes in Equity for the Six Months ended June 30, 2022 and 2023	F-6
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2022 and 2023	F-7
Notes to Unaudited Condensed Consolidated Financial Statements for the Six Months ended June 30, 2022 and 2023	F-8

F-1

Table of Contents

AMBOW EDUCATION HOLDING LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

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


		As of December 31,	As of June 30,
	Note	2022	2023
		$	$
		Note 3(a)	Unaudited
ASSETS
Current assets:
Cash and cash equivalents	4	3,276	6,913
Restricted cash	4	4,320	5,490
Accounts receivable, net	5	1,958	3,690
Prepaid and other current assets	6	6,119	4,230
Total current assets		15,673	20,323
Non-current assets:
Property and equipment, net		274	19
Intangible assets, net		532	527
Other non-current assets	7	1,951	1,944
Operating lease right-of-use asset	14	6,842	5,946
Total non-current assets		9,599	8,436

Total assets		25,272	28,759

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

Table of Contents

AMBOW EDUCATION HOLDING LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

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


		As of December 31,	As of June 30,
	Note	2022	2023
		$	$
		Note 3(a)	Unaudited
LIABILITIES
Current liabilities:
Short-term borrowings	8	3,000	5,439
Accounts payable		2,409	1,957
Accrued and other liabilities	9	3,702	6,080
Income taxes payable		523	510
Operating lease liability, current	14	2,197	2,451
Total current liabilities		11,831	16,437
Non-current liabilities:
Operating lease liability, non-current	14	5,688	4,900
Total non-current liabilities		5,688	4,900

Total liabilities		17,519	21,337

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

Table of Contents

AMBOW EDUCATION HOLDING LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

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


		As of December 31,	As of June 30,
		2022	2023
		$	$
		Note 3(a)	Unaudited
Commitments and contingencies

EQUITY
Preferred shares
($ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2022 and June 30, 2023)		—	—
Class A Ordinary shares
($ 0.003 par value; 66,666,667 and 66,666,667 shares authorized; 47,419,109 and 52,419,109 shares issued and outstanding as of December 31, 2022 and June 30, 2023, respectively)	10	131	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, 2022 and June 30, 2023, respectively)		13	13
Additional paid-in capital		515,182	517,031
Accumulated deficit		(507,573)	(509,768)
Accumulated other comprehensive income		—	—
Total equity		7,753	7,422
Total liabilities and equity		25,272	28,759

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

Table of Contents

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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


		For the six months ended June 30,		For the three months ended June 30,
	Note	2022	2023	2022	2023
		$	$	$	$
NET REVENUES
Educational programs and services		9,724	6,097	4,955	2,728
COST OF REVENUES
Educational programs and services		(7,364)	(4,082)	(3,449)	(1,508)

GROSS PROFIT		2,360	2,015	1,506	1,220
Operating expenses:
Selling and marketing		(1,170)	(425)	(486)	(148)
General and administrative		(5,288)	(3,449)	(3,273)	(1,829)
Total operating expenses		(6,458)	(3,874)	(3,759)	(1,977)

OPERATING LOSS		(4,098)	(1,859)	(2,253)	(757)

OTHER EXPENSES
Interest expense, net		(72)	(33)	(33)	(26)
Foreign exchange loss, net		—	(9)	—	(9)
Other expenses, net		(134)	(281)	(87)	(196)
Loss on disposal of subsidiaries		(173)	—	(173)	—
Total other expenses		(379)	(323)	(293)	(231)

LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS		(4,477)	(2,182)	(2,546)	(988)
Income tax benefit (expense)	12	34	(13)	34	(13)

LOSS FROM CONTINUING OPERATIONS		(4,443)	(2,195)	(2,512)	(1,001)
Loss from discontinued operations, net of income tax		(9,467)	—	(8,642)	—

NET LOSS		(13,910)	(2,195)	(11,154)	(1,001)
-Less: Net loss attributable to non-controlling interests from continuing operations		—	—	—	—
-Less: Net loss attributable to non-controlling interests from discontinued operations		(180)	—	(134)	—

NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM CONTINUING OPERATIONS		(4,443)	(2,195)	(2,512)	(1,001)
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM DISCONTINUED OPERATIONS		(9,287)	—	(8,508)	—

NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS		(13,730)	(2,195)	(11,020)	(1,001)

OTHER COMPREHENSIVE LOSS, NET OF TAX
Foreign currency translation adjustments		(166)	—	(90)	—
Other comprehensive loss		(166)	—	(90)	—

TOTAL COMPREHENSIVE LOSS		(14,076)	(2,195)	(11,244)	(1,001)

Net loss from continuing operations per share - basic and diluted	13	(0.10)	(0.04)	(0.05)	(0.02)
Net loss from discontinued operations per share - basic and diluted		(0.20)	—	(0.18)	—

Weighted average shares used in calculating basic and diluted net loss per share	13	46,756,368	55,525,314	46,825,968	57,127,524

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

Table of Contents

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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


		Attributable to Ambow Education Holding Ltd.’s Equity
									Accumulated
		Class A Ordinary		Class C Ordinary		Additional			other	Non-
		shares		shares		paid-in	Statutory	Accumulated	comprehensive	controlling	Total
	Note	Shares	Amount	Shares	Amount	capital	reserves	deficit	income	interest	Equity
			$		$	$	$	$	$	$	$
Balance as of January 1, 2023		47,419,109	131	4,708,415	13	515,182	—	(507,573)	—	—	7,753
Issuance of ordinary shares and warrants to purchase ordinary shares	10	5,000,000	15	—	—	1,849	—	—	—	—	1,864
Net loss		—	—	—	—	—	—	(1,194)	—	—	(1,194)
Balance as of March 31, 2023		52,419,109	146	4,708,415	13	517,031	—	(508,767)	—	—	8,423
Net loss		—	—	—	—	—	—	(1,001)	—	—	(1,001)
Balance as of June 30, 2023		52,419,109	146	4,708,415	13	517,031	—	(509,768)	—	—	7,422

Balance as of January 1, 2022		41,973,276	115	4,708,415	13	514,116	556	(495,240)	1,637	70	21,267
Share-based compensation	11	—	—	—	—	31	—	—	—	—	31
Issuance of ordinary shares for restricted stock award	11	12,500	0	—	—	(0)	—	—	—	—	—
Foreign currency translation adjustment		—	—	—	—	—	—	—	(76)	—	(76)
Capital injection from minority shareholders		—	—	—	—	—	—	—	—	15	15
Net loss		—	—	—	—	—	—	(2,710)	—	(46)	(2,756)
Balance as of March 31, 2022		41,985,776	115	4,708,415	13	514,147	556	(497,950)	1,561	39	18,481
Share-based compensation	11	—	—	—	—	1,006	—	—	—	—	1,006
Issuance of ordinary shares for restricted stock award	11	5,412,500	16	—	—	(16)	—	—	—	—	—
Foreign currency translation adjustment		—	—	—	—	—	—	—	(90)	—	(90)
Disposal of subsidiaries (OOOK)		—	—	—	—	—	—	—	—	94	94
Capital injection from minority shareholders		—	—	—	—	—	—	—	—	7	7
Net loss		—	—	—	—	—	—	(11,020)	—	(134)	(11,154)
Balance as of June 30, 2022		47,398,276	131	4,708,415	13	515,137	556	(508,970)	1,471	6	8,344

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-6

Table of Contents

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands)


	For the six months ended June 30,
	2022	2023
	$	$
Cash flows from operating activities
Net cash used in operating activities, continuing operations	(3,246)	(2,933)
Net cash used in operating activities, discontinued operations	(2,427)	—
Cash flows from investing activities
Net cash (used in)/provided by investing activities, continuing operations	—	—
Net cash used in investing activities, discontinued operations	(11,082)	—
Cash flows from financing activities
Proceeds from issuance of ordinary shares and warrants to purchase ordinary shares	—	1,864
Proceeds from short-term borrowings	—	2,439
Proceeds from third-party loans	—	3,450
Net cash provided by financing activities, continuing operations	—	7,753
Net cash provided by financing activities, discontinued operations	2,536	—

Effects of exchange rate changes on cash, cash equivalents and restricted cash	(78)	(13)

Net change in cash, cash equivalents and restricted cash	(14,297)	4,807

Cash, cash equivalents and restricted cash at beginning of periods	32,389	7,596

Cash, cash equivalents and restricted cash at end of periods	18,092	12,403
Less: Cash, restricted cash and cash equivalents of discontinued operations	16,874	—
Cash, cash equivalents and restricted cash at end of year from continuing operations	1,218	12,403

Supplemental disclosure of cash flow information
Income tax paid	—	(27)
Interest paid	—	(74)
Supplemental disclosure of non-cash investing and financing activities:
Derecognition of assets other than cash of disposed subsidiaries/deregistered subsidiaries	67	—
Derecognition of liabilities of disposed subsidiaries/deregistered subsidiaries, net of recognized amount due to the disposed subsidiaries/deregistered subsidiaries	141	—
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities	43	129

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

AMBOW EDUCATION HOLDING LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

a.	Background

The accompanying condensed consolidated financial statements include the financial statements of Ambow Education Holding Ltd. (hereafter referred to as the “Company”) and its subsidiaries. The Company and its subsidiaries are hereinafter collectively referred to as the “Group.”

2. LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2023, the Group’s consolidated current assets exceeded its consolidated current liabilities by $ 3,886. The Group’s consolidated net assets were $ 7,422 as of June 30, 2023.

The Group’s principal sources of liquidity have been cash provided by operating activities, bank borrowings, third-party loans, and ordinary share issuances. The Group had net cash used in operating activities from continuing operations of $ 3,246 and $ 2,933 for the six months ended June 30, 2022 and 2023, respectively. As of June 30, 2023, the Group had $ 6,913 in unrestricted cash and cash equivalents.

The Group’s operating results for future periods are subject to numerous uncertainties, and it is uncertain if the Group will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenues and/or manage cost and operating expenses in line with revenue forecasts, the Group may not be able to achieve profitability.

The Group believes that available cash and cash equivalents, short-term investments available for sale and short-term investments held to maturity, cash provided by operating activities, together with cash available from the activities mentioned above, should enable the Group to meet presently anticipated cash needs for at least the next 12 months after the date that the condensed consolidated financial statements are issued, and the Group has prepared the condensed consolidated financial statements on a going concern basis. However, the Group continues to have ongoing obligations, and it expects that it will require additional capital in order to execute its longer-term business plan. If the Group encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, obtaining credit facilities, streamlining business units, controlling rental, overhead, and other operating expenses and seeking to further dispose of non-cash generating units. Management cannot provide any assurance that the Group will raise additional capital if needed.

Risks and Uncertainties

On January 19, 2023, the New England Commission of Higher Education (“NECHE”) informed Bay State College (“BSC”) of its intention to withdraw BSC’s accreditation as of August 31, 2023. Following the rejection of Ambow’s appeal, on April 11, 2023, the Board of Trustees voted to permanently close Bay State College at the end of the 2022-2023 academic year, and this permanent closer has been completed. The College provided academic, support and transitional services to students through August 31, 2023, and signed agreements with several area universities to provide program completion pathways to Bay State students, often with enhanced transfer and other opportunities.

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3. SIGNIFICANT ACCOUNTING POLICIES

a.	Basis of presentation

The accompanying condensed consolidated financial statements of the Group have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto, included in the Company’s 2022 Annual Report filed with the SEC on April 27, 2023. The interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year or any future periods.

b.	Foreign currency translation

The Group uses US$ as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, United States, is US$. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ or their respective local currency as their functional currency, have been translated into US$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average exchange rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive income or loss in the statement of comprehensive income.

Foreign currency transactions denominated in currencies other than functional currency are translated into functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are remeasured at the applicable rates of exchange in effect at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from remeasurement at year-end are recognized in foreign currency exchange gains/losses, net in the consolidated statement of comprehensive income.

Historically, we presented our financial results in Renminbi. Starting from January 1, 2023, we changed our reporting currency from Renminbi to U.S. dollars since a majority of our revenues and expenses are now denominated in U.S. dollars. We believe the alignment of the reporting currency with the underlying operations would better illustrate our results of operations for each period. We have applied the change of reporting currency retrospectively to our historical results of operations and financial statements included in this interim report.

c.	Revenue recognition

The Group’s revenue is generated from delivering educational programs and services.

Contract Balances

The transferred control of promised services to customers results in the Group’s unconditional rights and conditional consideration receivable on passage of time. There were no contract assets as of December 31, 2022 and June 30, 2023.

The contract liabilities consist of deferred revenue, which relates to unsatisfied performance obligations at the end of each reporting period and consists of tuition received in advance from students. As of December 31, 2022 and June 30, 2023, the Group’s deferred revenue amounted to nil for both periods.

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d.	Allowance for doubtful accounts

Management used an expected credit loss model under ASC 326 for the impairment of trading receivables as of period ends. Management believes the aging of accounts receivable is a reasonable parameter to estimate expected credit loss and determines expected credit losses for accounts receivables using an aging schedule as of period ends. The expected credit loss rates under each aging schedule were developed on the basis of the average historical loss rates from previous years and adjusted to reflect the effects of those differences in current conditions and forecasted changes. Management measured the expected credit losses of accounts receivable on a collective basis. When an accounts receivable does not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual basis. Doubtful accounts balances are written off and deducted from allowance, when receivables are deemed uncollectible, after all collection efforts have been exhausted and the potential for recovery is considered remote.

4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows.


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Cash and cash equivalents	3,276	6,913
Restricted cash (Note i)	4,320	5,490
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows	7,596	12,403

(Note i) Restricted cash required by the Department of Education and the deposits necessary to secure lines of credit from financial institutions.

5. ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following:


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Accounts receivable	3,063	5,012
Less: Allowance for doubtful accounts	(1,105)	(1,322)
Accounts receivable, net	1,958	3,690

Allowance for doubtful accounts of $ 908 and $ 318 was provided during the six months ended June 30, 2022 and 2023, respectively. Allowance for doubtful accounts in $ 4 and $ 101 was written off during the six months ended June 30, 2022 and 2023, respectively.

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6. PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following:


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Receivables for third-party acquisitions (Note i)	6,000	4,000
Prepayments to suppliers	103	208
Loans to third parties	6	6
Others	10	16
Total	6,119	4,230

(Note i) Representing consideration receivable from the disposal of Ambow China after $8.0 million has been received as of June 30, 2023, and the remaining balance of $4.0 million has been received before the issuance of the condensed consolidated financial statements.

7. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:


	As of
	December 31,2022	June 30,2023
	$	$
		Unaudited
Long-term restricted cash (Note i)	1,714	1,714
Long-term lease deposits	194	194
Others	43	36
Total	1,951	1,944

(Note i) It includes cash in collateral bank accounts for the issuance of letters of credit.

8. SHORT-TERM BORROWINGS

The following table sets forth the loan agreements of short-term borrowings from banks:


			Amount	Annual		Repayment
Date	Borrower	Lender	($)	Interest Rate		Due Date
October 11, 2022	Ambow Education Inc.	Cathy Bank	1,500	4.46	%	October 11, 2023
November 14, 2022	Ambow Education Inc.	EAST WEST BANK	1,500	2.50	%	November 14, 2023
January 6, 2023	Ambow Education Inc.	EAST WEST BANK	2,439	2.50	%	January 6, 2024

In 2022 and January 2023, the Group pledged its restricted cash amount of $ 5,439 to obtain a line of credit of $ 5,439 from Cathy Bank and EAST WEST BANK, respectively. Refer to Note 4-Cash, Cash Equivalents and Restricted Cash.

On October 11, 2022, the Group received a loan from Cathy Bank in the amount of $ 1,500 with a maturity date of October 11, 2023, and bearing interest at 4.46% per annum. On November 14, 2022, the Group received a loan from EAST WEST BANK in the amount of $ 1,500 with a maturity date of November 14, 2023, and bearing interest at 2.50% per annum, and the loan has been fully repaid before the issuance of the condensed consolidated financial statements. On January 6, 2023, the Group received a loan from EAST WEST BANK in the amount of $ 2,439 with a maturity date of January 6, 2024, and bearing interest at 2.50% per annum. The pledge shall be terminated once all borrowings are repaid, and pledge cancellation registration procedures are completed.

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9. ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities consisted of the following:


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Accrued payroll and welfare	858	663
Payable for purchase of equipment and services	387	231
Receipt in advance	10	4
Amounts due to students	1,576	1,512
Loans from third parties (Note i)	700	3,450
Others	171	220
Total	3,702	6,080

(Note i) The loans from third-party providers have been fully repaid before the issuance of the condensed consolidated financial statements.

10. ORDINARY SHARES

The addition of ordinary shares during the six months ended June 30, 2023 came from a registered public offering in February 28, 2023.

On February 28, 2023, the Company completed the issuance of 2,500,000 ADSs (representing 5,000,000 Class A Ordinary Shares of the Company) at a purchase price of $0.80 per ADS and an accompanying warrant to purchase of 1,000,000 ADSs (representing 2,000,000 Class A Ordinary Shares of the Company) at a purchase price of $0.80 per ADS, in a private placement. The net proceeds from the private placement, after deducting the offering expenses, totaled $1,849, of which $1,449 was allocated to the ordinary shares and $400 to the warrants, respectively. The Company classified the warrant in each of the aforementioned issuances on its consolidated balance sheets as equity, and valued the respective warrant issued in conjunction with private placements using the Black-Scholes model.

11. 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 ten years after its adoption. On December 21, 2018, the Group amended and restated the 2010 Plan, or the “Amended and Restated 2010 Plan”, which became effective upon the approval from the Board of Directors and shareholders. The plan will continue in effect for ten years from the date adopted by the Board, unless terminated earlier under section 18 of the plan.

Restricted stock awards

On November 22, 2018, the Board of Directors approved to grant 200,000 Class A ordinary shares of the restricted stock to senior employees of the Group. Twenty-five percent of the awards vested on the one-year anniversary of the vesting commence date, and the remainder shall vest in equal and continuous monthly installments over the following thirty-six months thereafter, subject to the participant’s continuing service of the Group through each vesting date. In the six months ended June 30, 2023 and 2022, nil and 25,000 shares of restricted stock were vested, respectively.

On May 27, 2022, the Board of Directors approved the grant of 200,000 fully vested Class A ordinary shares of the restricted stock to a consultant as consideration for its service rendered.

On June 30, 2022, the Board of Directors approved the grant of 5,200,000 fully vested Class A ordinary shares of the restricted stock to senior employees of the Group for their services rendered in the past years.

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The Group recorded share-based compensation expenses of $ 1,037 and nil in general and administrative expenses for the restricted stock awards for the six months ended June 30, 2022 and 2023, respectively. The unrecognized share-based compensation expenses were amounting to nil as of June 30, 2023.

12. TAXATION

a.	Income taxes

Cayman Islands

Under the current laws of the Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gains. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.

U.S.

Significant components of the provision for income taxes on earnings for the six months ended June 30, 2022 and 2023 are as follows:


	Six months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Current:	34	(13)
Deferred:	—	—
Provision for income tax expenses	34	(13)

Reconciliation between total income tax expense and the amount computed by applying the U.S. statutory income tax rate to income before income taxes is as follows:


	Six months ended June 30,
	2022		2023
	%		%
	Unaudited		Unaudited
Weighted average statuary tax rate	21	%	21	%
States taxes, net of federal benefit	7	%	7	%
Tax effect of non-deductible expenses	—	%	—	%
Tax effect of non-taxable income	—	%	—	%
Changes in valuation allowance	(28)	%	(29)	%
Effective tax rate	—	%	(1)	%

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Table of Contents

13. NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated:


	Six months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Numerator:
Numerator for basic and diluted net loss per share from continuing operations	(4,443)	(2,195)
Numerator for basic and diluted net loss per share from discontinued operations	(9,287)	—
Denominator:
Denominator for basic and diluted net loss per share weighted average ordinary shares outstanding	46,756,368	55,525,314

Basic and diluted net loss per share from continuing operations	(0.10)	(0.04)
Basic and diluted net loss per share from discontinued operations	(0.20)	—

Basic loss per share is computed using the weighted average number of the ordinary shares outstanding during the six months ended June 30, 2022 and 2023. Diluted loss per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding during six months ended June 30, 2022 and 2023.

14. LEASES

The Group has operating leases for classrooms, dormitories, and corporate offices.

The components of lease expense were as follows:


	Six Months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Operating lease expense	2,470	1,171

Supplemental cash flow information related to leases was as follows:


	Six Months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	1,829	809

Supplemental balance sheet information related to leases was as follows:


	Six Months ended June 30,
	2022		2023
	Unaudited		Unaudited
Weighted-average Remaining Lease Term
Operating leases	6.70 Years		2.67 Years
Weighted-average Discount Rate
Operating leases	4.26	%	4.25	%

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The Group’s lease agreements do not have a discount rate that is readily determinable. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Group would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The weighted-average discount rate was calculated using the discount rate for the lease that was used to calculate the lease liability balance for each lease and the remaining balance of the lease payments for each lease as of June 30, 2022 and 2023, respectively.

The weighted-average remaining lease terms were calculated using the remaining lease term and the lease liability balance for each lease as of June 30, 2022 and 2023, respectively.

As of June 30, 2023, maturities of lease liabilities were as follows:


		Amount
		$
		Unaudited
For the six months ending December 31, 2023 (remaining)		2,449
For the year ending December 31,
2024		2,548
2025		2,294
2026		441
2027		8
Total lease payments		7,740
Less: interest		(389)
Total		7,351
Less: current portion		(2,451)
Non-current portion		4,900

As of June 30, 2023, the Group had no material operating or finance leases that had not yet commenced.

15. SUBSEQUENT EVENTS

F-15

Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements for the periods specified in the earnings release included as an exhibit to this Form 6-K. We undertake no obligation to update publicly any forward-looking statements in such earnings release or otherwise included in this Form 6-K.

A.Operating Results

Overview

We have positioned ourselves at the forefront of future education trends that indicate requirements for a more integrated, hybrid model of academic and workforce training. Our fully integrated hybrid education delivery and content development platform, called HybriU, seeks to break down traditional boundaries between online and offline learning, academic and industry training, and language and region to meet the evolving needs of learners and educators.

Intelligent technology is transforming the education industry, and students are no longer restricted by the traditional learning environment. Intelligent campuses and classes are becoming a global trend, leading to increased efficiency, cost savings, and improved experiences for students and staff. To address this transformation and by leveraging the power of AI and large language models, we proactively introduced our HybriU platform to universities and colleges. HybriU provides students access to educational resources, regardless of location, device, or language, thereby increasing the potential for learning and teaching through cooperation with peers and experts worldwide while optimizing facilities to create sustainable campuses.

During the first six months of 2023, we have closed underperforming businesses, namely Bay State College, and redirected our efforts toward developing and deploying our HybriU platform.

For the six months ended June 30, 2023, net revenues decreased by $3.6 million to $6.1 million from $9.7 million in the same period of 2022. For the three months ended June 30, 2023, net revenues decreased by $2.3 million to $2.7 million from $5.0 million in the same period of 2022. The decreases were primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year.

Net loss from continuing operations for the six months ended June 30, 2023, was $2.2 million, narrowing by $2.2 million from a net loss of $4.4 million in the same period of 2022. Net loss for the three months ended June 30, 2023, was $1.0 million, improving by $1.5 million from a net loss of $2.5 million in the same period of 2022.

Factors affecting the results of operations

General factors affecting the results of operations

While our business is influenced by factors affecting the education industries in the U.S., generally, we believe our business is more directly affected by company-specific factors, including, among others:

●

The number of student enrollments. The number of student enrollments is largely driven by demand for educational programs, the amount of fees we charge, the effectiveness of our marketing and brand promotion efforts, the locations and capacity of our campuses, our ability to maintain consistency and our teaching quality, and our ability to respond to competition, as well as seasonal factors. We employ diverse marketing and recruiting methods to attract students and increase enrollment in our schools. We believe prospective students are attracted to schools due to our strong brand reputation, innovative teaching and learning models and practices, and high-quality, individualized services. With the deployment and utilization of HybriU, a rapid increase in the number of out-of-state students, international students, and auditor enrollments is expected in the future. The longer and more frequently a student uses our services and products, the more effective and efficient the services and content we provide them become, thus enhancing students’ stickiness and utilization of our services throughout their learning cycle.

●

The amount of fees we charge. We determine course fees primarily based on demand for our courses, the targeted market for our courses, the geographic location and capacity of the campuses, the costs of delivering our services, and the course fees charged by our competitors for the same or similar courses.

●

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, rental and teaching-related expenses. A substantial majority of our operating expenses are selling and marketing and general and administrative expenses.

Effects of disposals and other strategic plans

There were no acquisitions or disposals during the six-month period ended June 30, 2023.

Key financial performance indicators

Key financial performance indicators consist of net revenues, cost of revenues, gross profit and operating expenses, which are discussed in greater detail below. The following tables set forth the consolidated net revenues, cost of revenues and gross profit, both in absolute amount and as a percentage of net revenues, for the periods indicated.


	For the six months ended June 30,
	2022	2022	2023	2023
	$	%	$	%

	(in thousands, except percentages)
Net revenues	9,724	100.0	6,097	100.0
Cost of revenues	(7,364)	(75.7)	(4,082)	(67.0)
Gross Profit	2,360	24.3	2,015	33.0


	For the three months ended June 30,
	2022	2022	2023	2023
	$	%	$	%

	(in thousands, except percentages)
Net revenues	4,955	100.0	2,728	100.0
Cost of revenues	(3,449)	(69.6)	(1,508)	(55.3)
Gross Profit	1,506	30.4	1,220	44.7

Net revenues

In the six months ended June 30, 2022 and 2023, and three months ended June 30, 2022 and 2023, net revenues were $ 9.7 million, $ 6.1 million, $ 5.0 million and $ 2.7 million, respectively.

Such decreases were primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year.

Cost of revenues

Cost of revenues for educational and career enhancement programs and services primarily consists of:

●

Teaching fees and performance-linked bonuses paid to our teachers. Our teachers consist of both full-time teachers and part-time teachers. Full-time teachers deliver teaching instruction and may also be involved in management, administration and other functions at our schools. Their compensation and benefits primarily consist of teaching fees based on hourly rates, performance-linked bonuses based on student evaluations, as well as base salary, annual bonus and standard employee benefits in connection with their services other than teaching. Compensation of our part-time teachers is comprised primarily of teaching fees based on hourly rates and performance-linked bonuses based on student evaluations and other factors;

●

Rental, utilities, water and other operating expenses for the operation of our school properties; and

●

Depreciation and amortization of properties, leasehold improvement and equipment used in the provision of educational services.

Gross profit and gross margin

Gross profit was $2.4, $2.0, $1.5 and $1.2 million in the six months ended June 30, 2022, and 2023 and three months ended June 30, 2022, and 2023, respectively.

Gross margin was 24.7%, 32.8%, 30.0% and 44.4% in the six months ended June 30, 2022, and 2023 and three months ended June 30, 2022, and 2023, respectively. The increases in gross margin were mainly attributable to the permanent closure of Bay State College at the end of the 2022-2023 academic year and stringent cost controls to improve operating efficiency.

Operating expenses

Operating expenses consist of selling and marketing expenses, and general and administrative expenses. The following tables set forth the components of the operating expenses, both in amounts and as a percentage of revenues, for the periods indicated.


	For the six months ended June 30,
	2022	2022		2023	2023
	$	%		$	%

	(in thousands, except percentages)
Net revenues	9,724	100.0	%	6,097	100.0	%
Operating expenses:
Selling and marketing	(1,170)	12.0	%	(425)	7.0	%
General and administrative	(5,288)	54.4	%	(3,449)	56.6	%

Total operating expenses	(6,458)	66.4	%	(3,874)	63.6	%


	For the three months ended June 30,
	2022	2022		2023	2023
	$	%		$	%

	(in thousands, except percentages)
Net revenues	4,955	100.0	%	2,728	100.0	%
Operating expenses:
Selling and marketing	(486)	9.8	%	(148)	5.4	%
General and administrative	(3,273)	66.1	%	(1,829)	67.0	%

Total operating expenses	(3,759)	75.9	%	(1,977)	72.4	%

Selling and marketing expenses. Our selling and marketing expenses primarily consisted of expenses relating to advertising, seminars, marketing and promotional trips and other community activities for brand promotion purposes. Our selling and marketing expenses decreased by $0.8 million to $0.4 million for the six months ended June 30, 2023, from $1.2 million for the same period of 2022 and decreased by $0.4 million to $0.1 million for the three months ended June 30, 2023, from $0.5 million for the same period of 2022. The decreases in selling and marketing expenses in the six months and three months ended June 30, 2023, were primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year and stringent expense controls.

General and administrative expenses. Our general and administrative expenses primarily consisted of compensation and benefits of administrative staff, amortization of intangibles, costs of third-party professional services, rental and utilities payments relating to office and administrative functions, and depreciation and amortization of property and equipment used in our general and administrative activities, as well as bad-debt provision. Our general and administrative expenses decreased by $1.8 million to $3.4 million for the six months ended June 30, 2023, from $5.2 million for the same period of 2022 and decreased by $1.5 million to $1.8 million for the three months ended June 30, 2023, from $3.3 million for the same period of 2022. The decreases were primarily attributed to the Company’s issuance of a total of 5.2 million shares of fully vested Restricted Stock Units to senior management and key employees as compensation during the three months ended June 30, 2022.

Taxation

We are a Cayman Islands company, and we currently conduct operations primarily through our U.S. subsidiaries. Under the current laws of the Cayman Islands, Ambow is not subject to taxes on its income or capital gains. In addition, the payment of dividends, if any, is not subject to withholding taxes in the Cayman Islands.

A significant component of our provision of income tax is generated from operating through our U.S. subsidiaries, which have a federal statutory income tax rate of 21%. Current income taxes are provided for in accordance with the laws and regulations in the U.S. Deferred income taxes are recognized when temporary differences exist between the tax bases and their reported amounts in the consolidated financial statements.

Critical accounting policies and estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Basis of consolidation

The condensed consolidated financial statements include the financial statements of Ambow Education Holding Ltd. and its subsidiaries, including Ambow Education Inc., Ambow BSC Inc., Bay State College Inc., Ambow NSAD Inc. and NewSchool of Architecture and Design, LLC (“NewSchool”).

Revenue recognition

Net revenues are primarily generated from delivering educational programs.

The core principle of ASC 606 is that an entity recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the Group applies the following steps:

Step 1: Identify the contract(s) with a customer;

Step 2: Identify the performance obligations in the contract;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the contract;

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

We have Bay State College and NewSchool in the U.S., which offer career-focused post-secondary educational services to undergraduate students.

For undergraduate students, usually, there are no written formal contracts between us and the students according to business practice. Records with students’ names, grades, tuition and fees collected are signed or confirmed by students. Academic requirements and each party’s rights are communicated with students through enrollment brochures or daily teaching and academic activities.

For undergraduate students, our performance obligations are to provide acknowledged academic education within academic years and post-secondary education with Associate’s and Bachelor’s programs within agreed-upon periods. The transaction price is the tuition fee received, and circumstances like other variable considerations, significant financing components, non-cash considerations, and considerations payable to a customer do not exist. As there is only one performance obligation, the transaction price is allocated to the one performance obligation. The Group satisfies performance obligations to students over time and recognizes revenue according to school days consumed in each month of a semester.

Allowance for doubtful accounts

The Group adopted ASC 326 Financial Instruments – Credit Losses using the modified retrospective approach through a cumulative-effect adjustment to the accumulated deficit from January 1, 2020, and interim periods therein. Management used an expected credit loss model for the impairment of trading receivables as the period ends. Management believes the aging of accounts receivable is a reasonable parameter to estimate expected credit loss and determines expected credit losses for accounts receivables using an aging schedule as the period ends. The expected credit loss rates under each aging schedule were developed on the basis of the average historical loss rates from previous years and adjusted to reflect the effects of those differences in current conditions and forecasted changes. Management measured the expected credit losses of accounts receivable on a collective basis. When an accounts receivable does not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual basis. Doubtful accounts balances are written off and deducted from allowance when receivables are deemed uncollectible after all collection efforts have been exhausted and the potential for recovery is considered remote. We recognized allowance for doubtful accounts of $1.1 million and $1.3 million as of December 31, 2022 and June 30, 2023, respectively.

Intangible assets, net

Intangible assets, net represent brand, software, trade name and accreditation. The software was initially recorded at historic acquisition costs or costs directly incurred to develop the software during the application development stage that can provide future benefits and is amortized on a straight-line basis over useful life estimations.

Other finite-lived intangible assets are initially recorded at fair value when acquired in a business combination, in which the finite intangible assets are amortized on a straight-line basis except for student populations and customer relationships, which are amortized using an accelerated method to reflect the expected departure rate over the remaining useful life of the asset. We review identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The intangible assets have original estimated useful lives as follows (see Note 9-Intangible Assets, Net to the audited consolidated financial statements for additional information):



Software		2 years to 10 years
Trade names		Indefinite
Brand		Indefinite
Others		1.3 years to 10 years

We have determined that trade names and brands have the continued ability to generate cash flow indefinitely. There are no legal, regulatory, contractual, economic, or other factors limiting the useful life of the respective trade names and brands. Consequently, the carrying amounts of trade names and brands are not amortized but are tested for impairment annually in the third quarter or more frequently if events or circumstances indicate that the assets may be impaired. Such impairment test consists of a comparison of the fair values of the trade names and brands with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names and brands exceed their fair values.

We perform impairment testing of indefinite-lived intangible assets in accordance with ASC 350, which requires an entity to evaluate events and circumstances that may affect the significant inputs used to determine the fair value of the indefinite-lived intangible assets when performing a qualitative assessment. When these events occur, we estimate the fair value of these trade names and brands with the Relief from Royalty method (“RFR”), which is one of the income approaches. The RFR method is generally applied for assets that are frequently licensed in exchange for royalty payments. As the owner of the asset is relieved from paying such royalties to a third party for using the asset, the economic benefit is reflected by notional royalty savings. An impairment loss is recognized for any excess in the carrying value over the fair value of trade names and brands.

Impairment of long-lived assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, we measure impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we will recognize an impairment loss based on the fair value of the assets, using the expected future discounted cash flows. There is no impairment loss from other long-lived assets during the six months ended June 30, 2022 and 2023.

Income taxes

Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Income taxes are provided for in accordance with the laws of the relevant taxing authorities.

We adopted the guidance on accounting for uncertainty in income taxes, which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on the derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating our uncertain tax positions and determining its provision for income taxes. We establish reserves for tax-related uncertainties based on estimates of whether and the extent to which additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are in accordance with applicable tax laws. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate.

Lease

We adopted ASC 842 Leases as of January 1, 2019, using the non-comparative transition option pursuant to ASU 2018-11. Therefore, we have not restated comparative period financial information for the effects of ASC 842 and will not make the new required lease disclosures for comparative periods beginning before January 1, 2019. We selected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, (i) allowed us to carry forward the historical lease classification; (ii) did not require us to reassess whether any expired or existing contracts are or contain leases; (iii) did not require us to reassess initial direct costs for any existing leases.

We identify a lease as a contract or part of a contract that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. For all operating leases except for short-term leases, we recognize operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-term leases and are not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. We recognize lease expenses for short-term leases on a straight-line basis over the lease term. For finance leases, we recognize finance lease right-of-use assets. The operating lease liabilities are recognized based on the present value of the lease payments not yet paid, discounted using our incremental borrowing

rate over a similar term of the lease payments at lease commencement. Some of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. The right-of-use assets consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees or material-restrictive covenants.

Operating lease

When none of the criteria of a finance lease are met, we shall classify the lease as an operating lease.

Finance lease

We classify a lease as a finance lease when the lease meets any of the following criteria at lease commencement:

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise;

The lease term is for the major part of the remaining economic life of the underlying asset;

The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with ASC 842 paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset;

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Share-based compensation

We grant restricted shares to our employees, directors and service providers. Share-based compensation expense is measured at the grant date using the fair value of the equity instrument issued net of an estimated forfeiture rate and, therefore, only recognizes compensation costs for those shares expected to vest over the service period of the award. Share-based compensation expense is recorded on a straight-line basis over the requisite service period, generally ranging from one to four years. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates.

Foreign currency translation and transactions

The Group uses US$ as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, United States is US$ or their respective local currency. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ or their respective local currency as their functional currency, have been translated into US$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average exchange rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive income or loss in the statement of comprehensive income.

Results of operations

The following table sets forth a summary of our condensed consolidated statements of operations for the periods indicated. This information should be read together with our condensed consolidated financial statements and related notes included elsewhere in this report. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of future performance.

Summary of Condensed Consolidated Statements of Operations


	For the six months ended		For the three months ended
	June 30,		June 30,
	2022	2023	2022	2023
	$	$	$	$
	(in thousands)
Consolidated Statement of Operations Data:
NET REVENUES:
- Educational programs and services	9,724	6,097	4,955	2,728
COST OF REVENUES:
- Educational programs and services	(7,364)	(4,082)	(3,449)	(1,508)
GROSS PROFIT	2,360	2,015	1,506	1,220
Operating expenses:
Selling and marketing	(1,170)	(425)	(486)	(148)
General and administrative	(5,288)	(3,449)	(3,273)	(1,829)
Total operating expenses	(6,458)	(3,874)	(3,759)	(1,977)
OPERATING LOSS	(4,098)	(1,859)	(2,253)	(757)
OTHER EXPENSES	(379)	(323)	(293)	(231)
LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS	(4,477)	(2,182)	(2,546)	(988)
Income tax benefit (expense)	34	(13)	34	(13)
LOSS FROM CONTINUING OPERATIONS	(4,443)	(2,195)	(2,512)	(1,001)
Loss from discontinued operations, net of income tax	(9,467)	—	(8,642)	—

NET LOSS	(13,910)	(2,195)	(11,154)	(1,001)
-Less: Net loss attributable to non-controlling interests from continuing operations	—	—	—	—
-Less: Net loss attributable to non-controlling interests from discontinued operations	(180)	—	(134)	—
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM CONTINUING OPERATIONS	(4,443)	(2,195)	(2,512)	(1,001)
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM DISCONTINUED OPERATIONS	(9,287)	—	(8,508)	—
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS	(13,730)	(2,195)	(11,020)	(1,001)

Six and three months ended June 30, 2023, compared with six and three months ended June 30, 2022

Net revenues. Net revenues decreased by $3.6 million to $6.1 million for the six months ended June 30, 2023, from $9.7 million in the same period of 2022, and decreased by $2.3 million to $2.7 million for the three months ended June 30, 2023, from $5.0 million in the same period of 2022. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year.

Cost of revenues. Cost of revenues decreased by $3.2 million to $4.1 million for the six months ended June 30, 2023, from $7.3 million in the same period of 2022, and decreased by $2.0 million to $1.5 million for the three months ended June 30, 2023, from $3.5 million in the same period of 2022. The decreases were due to the closure of Bay State College at the end of the 2022-2023 academic year.

Gross profit and gross margin. Gross profit decreased to $2.0 million in the six months ended June 30, 2023, from $2.4 million in the same period of 2022, and decreased to $1.2 million in the three months ended June 30, 2023, from $1.5 million in the same period of 2022.

Gross margin increased to 32.8% in the six months ended June 30, 2023, from 24.7% in the same period of 2022, and increased to 44.4% in the three months ended June 30, 2023, from 30.0% in the same period of 2022.

Operating expenses. Total operating expenses decreased by 40.0% to $3.9 million for the six months ended June 30, 2023, from $6.5 million for the same period of 2022, and decreased by 47.4% to $2.0 million for the three months ended June 30, 2023, from $3.8 million for the same period of 2022. The analysis of changes is listed below.

●

Selling and marketing expenses. Selling and marketing expenses decreased by 66.7% to $0.4 million for the six months ended June 30, 2023, from $1.2 million in the same period of 2022, and decreased by 80.0% to $0.1 million for the three months ended June 30, 2023, from $0.5 million in the same period of 2022. The decreases were mainly attributable to the permanent closure of Bay State College at the end of the 2022-2023 academic year and stringent expense controls.

●

General and administrative expenses. General and administrative expenses decreased by 35.8% to $3.4 million for the six months ended June 30, 2023, from $5.3 million in the same period of 2022, and decreased by 45.5% to $1.8 million for the three months ended June 30, 2023, from $3.3 million in the same period of 2022. The decreases were primarily attributable to the Company’s issuance of a total of 5.2 million shares of fully vested Restricted Stock Units to senior management and key employees as compensation during the three-month period ended June 30, 2022.

Other expenses. Other expenses were $0.3 million for the six months ended June 30, 2023, compared to other expenses of $0.4 million in the same period of 2022. Other expenses were $0.2 million for the three months ended June 30, 2023, compared to other expenses of $0.3 million in the same period of 2022.

Loss from continuing operations. According to the above-mentioned factors, there was a loss from continuing operations of $2.2 million for the six months ended June 30, 2023, compared with a loss from continuing operations of $4.4 million in the same period of 2022. There was a loss from continuing operations of $1.0 million for the three months ended June 30, 2023, compared with a loss from continuing operations of $2.5 million in the same period of 2022.

B.Liquidity and Capital Resources

As of June 30, 2023, our consolidated current assets exceeded consolidated current liabilities by $3.9 million. Our consolidated net assets were $7.4 million as of June 30, 2023.

Our principal sources of liquidity have been cash provided by operating activities, bank borrowings, third-party loans, and ordinary share issuances. Net cash used in operating activities from continuing operations were $3.2 million and $2.9 million for the six months ended June 30, 2022, and 2023, respectively. As of June 30, 2023, we had $6.9 million in unrestricted cash and cash equivalents.

Our operating results for future periods are subject to numerous uncertainties, and it is uncertain if we will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenue and/or manage cost and operating expenses in line with revenue forecasts, we may not be able to achieve profitability.

We believe that available cash and cash equivalents, short-term investments available for sale and short-term investments held to maturity, cash provided by operating activities, together with cash available from the activities mentioned above, should enable us to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued, and we have prepared the consolidated financial statements on a going concern basis. However, we continue to have ongoing obligations, and we expect that we will require additional capital in order to execute our longer-term business plan. If we encounter unforeseen circumstances that place constraints on our capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, curtailing our business development activities, suspending the pursuit of our business plan, obtaining credit facilities, controlling overhead expenses and seeking to

further dispose of non-core assets. Management cannot provide any assurance that we will raise additional capital if needed.

Risks and Uncertainties

On January 19, 2023, the New England Commission of Higher Education ("NECHE") informed Bay State College ("BSC") of its intention to withdraw BSC's accreditation as of August 31, 2023. Following the rejection of Ambow’s appeal, on April 11, 2023, the Board of Trustees voted to permanently close Bay State College at the end of the 2022-2023 academic year, and this permanent closer has been completed. The College provided academic support and transitional services to students through August 31, 2023, and signed agreements with several area universities to provide program completion pathways to Bay State students, often with enhanced transfer and other opportunities.

Short-term borrowings

Loan agreements for short-term borrowings consisted of the following:


		As of December 31,	As of June 30,
	Maturities	2022	2023
		$	$
		(In thousands)
Bank borrowing from Cathy BANK	October 2023	1,500	1,500
Bank borrowing from EAST WEST BANK	November 2023	1,500	1,500
Bank borrowing from EAST WEST BANK	January 2024	—	2,439

The weighted average interest rate of the outstanding borrowings was 3.45% and 3.15% per annum as of December 31, 2022, and June 30, 2023, respectively. The fair values of the borrowings approximate their carrying amounts. The weighted average borrowings for the six months ended June 30, 2023, and 2022 were $5.4 million and nil, respectively.

The borrowings incurred interest expenses were nil million and $0.01 million for the six months ended June 30, 2022, and 2023, respectively. There was neither capitalization as additions to construction in progress nor guarantee fees for the six months ended June 30, 2022, and 2023, respectively.

See Note 8 Short-Term Borrowings to the condensed consolidated financial statements appearing elsewhere in this Form 6-K for further information.

Holding company structure

Ambow is not an operating company incorporated in the United States but rather a Cayman Islands holding company. We conduct our operations primarily through our subsidiaries in the United States. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

Inflation

Inflation has not materially impacted the results of operations in recent years. Although we were not materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation.

C.Research and Development, Patents and Licenses

We did not have any full-time software or educational professionals under employment in the six months ended June 30, 2022 and 2023, nor any associated research and development expenses.

D.Trend Information

For a discussion of significant recent trends in our financial condition and results of operations, please see “A Operating and Financial Review and Prospects—Operating Results” and “B Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

E.Off-balance sheet arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk, or credit support to us or engages in leasing, hedging or research and development services with us.

There were no new off-balance sheet arrangements as of December 31, 2022, and June 30, 2023.

F.Contractual Obligations

The following table presents a summary of the contractual obligations and payments by period as of June 30, 2023.


	Payments Due December 31 of each year 2023
	Total	(remaining)	2024-2025	2026-2027	Thereafter
	$	$	$	$	$
	(in millions)
Operating lease obligations	7.7	2.5	4.8	0.4	—
Short-term borrowings obligations	5.4	3	2.4	—	—

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2023
Document and Entity Information [Abstract]
Document Type	6-K
Document Period End Date	Jun. 30, 2023
Entity Registrant Name	Ambow Education Holding Ltd.
Entity Central Index Key	0001494558
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Current assets:
Cash and cash equivalents	$ 6,913	$ 3,276
Restricted cash	5,490	4,320
Accounts receivable, net	3,690	1,958
Prepaid and other current assets	4,230	6,119
Total current assets	20,323	15,673
Non-current assets:
Property and equipment, net	19	274
Intangible assets, net	527	532
Other non-current assets	1,944	1,951
Operating lease right-of-use asset	5,946	6,842
Total non-current assets	8,436	9,599
Total assets	28,759	25,272
Current liabilities:
Short-term borrowings	5,439	3,000
Accounts payable	1,957	2,409
Accrued and other liabilities	6,080	3,702
Income taxes payable	510	523
Operating lease liability, current	2,451	2,197
Total current liabilities	16,437	11,831
Non-current liabilities:
Operating lease liability, non-current	4,900	5,688
Total non-current liabilities	4,900	5,688
Total liabilities	21,337	17,519
Commitments and contingencies
EQUITY
(US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2022 and June 30, 2023)	0	0
Additional paid-in capital	517,031	515,182
Accumulated deficit	(509,768)	(507,573)
Total equity	7,422	7,753
Total liabilities and equity	28,759	25,272
Class A Ordinary Shares
EQUITY
Ordinary shares	146	131
Class C Ordinary Shares
EQUITY
Ordinary shares	$ 13	$ 13

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred shares, par value (in dollars per share)	$ 0.003	$ 0.003
Preferred shares, shares authorized	1,666,667	1,666,667
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Class A Ordinary Shares
Ordinary shares, par value (in dollars per share)	$ 0.003	$ 0.003
Ordinary shares, shares authorized	66,666,667	66,666,667
Ordinary shares, shares issued	52,419,109	47,419,109
Ordinary shares, shares outstanding	52,419,109	47,419,109
Class C Ordinary Shares
Ordinary shares, par value (in dollars per share)	$ 0.003	$ 0.003
Ordinary shares, shares authorized	8,333,333	8,333,333
Ordinary shares, shares issued	4,708,415	4,708,415
Ordinary shares, shares outstanding	4,708,415	4,708,415

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
COST OF REVENUES
GROSS PROFIT	$ 1,220	$ 1,506	$ 2,015	$ 2,360
Operating expenses:
Selling and marketing	(148)	(486)	(425)	(1,170)
General and administrative	(1,829)	(3,273)	(3,449)	(5,288)
Total operating expenses	(1,977)	(3,759)	(3,874)	(6,458)
OPERATING LOSS	(757)	(2,253)	(1,859)	(4,098)
OTHER EXPENSES
Interest expense, net	(26)	(33)	(33)	(72)
Foreign exchange loss, net	(9)		(9)
Other expenses, net	(196)	(87)	(281)	(134)
Loss on disposal of subsidiaries		(173)		(173)
Total other expenses	(231)	(293)	(323)	(379)
LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS	(988)	(2,546)	(2,182)	(4,477)
Income tax benefit (expense)	(13)	34	(13)	34
LOSS FROM CONTINUING OPERATIONS	(1,001)	(2,512)	(2,195)	(4,443)
Loss from discontinued operations, net of income tax		(8,642)		(9,467)
NET LOSS	(1,001)	(11,154)	(2,195)	(13,910)
-Less: Net loss attributable to non-controlling interests from discontinued operations		(134)		(180)
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM CONTINUING OPERATIONS	(1,001)	(2,512)	(2,195)	(4,443)
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM DISCONTINUED OPERATIONS		(8,508)		(9,287)
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS	(1,001)	(11,020)	(2,195)	(13,730)
OTHER COMPREHENSIVE LOSS, NET OF TAX
Foreign currency translation adjustments		(90)		(166)
Other comprehensive loss		(90)		(166)
TOTAL COMPREHENSIVE LOSS	$ (1,001)	$ (11,244)	$ (2,195)	$ (14,076)
Net loss from continuing operations per share - basic	$ (0.02)	$ (0.05)	$ (0.04)	$ (0.10)
Net loss from continuing operations per share - diluted	$ (0.02)	(0.05)	$ (0.04)	(0.10)
Net loss from discontinued operations per share-basic		(0.18)		(0.20)
Net loss from discontinued operations per share-diluted		$ (0.18)		$ (0.20)
Weighted average shares used in calculating basic net loss per share	57,127,524	46,825,968	55,525,314	46,756,368
Weighted average shares used in calculating diluted net loss per share	57,127,524	46,825,968	55,525,314	46,756,368
Educational programs and services
NET REVENUES
Total net revenues	$ 2,728	$ 4,955	$ 6,097	$ 9,724
COST OF REVENUES
Total cost of revenues	$ (1,508)	$ (3,449)	$ (4,082)	$ (7,364)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Class A Ordinary Shares Ordinary shares	Class C Ordinary Shares Ordinary shares	Additional paid-in capital	Statutory reserves	Accumulated deficit	Accumulated other comprehensive income	Non- controlling Interest	Total
Balance at Dec. 31, 2021	$ 115	$ 13	$ 514,116	$ 556	$ (495,240)	$ 1,637	$ 70	$ 21,267
Balance (in shares) at Dec. 31, 2021	41,973,276	4,708,415
Increase (Decrease) in Shareholders' Equity
Share-based compensation			31					31
Issuance of ordinary shares for restricted stock award	$ 0		0
Issuance of ordinary shares for restricted stock award (in shares)	12,500
Foreign currency translation adjustment						(76)		(76)
Capital injection from minority shareholders							15	15
Net loss					(2,710)		(46)	(2,756)
Balance at Mar. 31, 2022	$ 115	$ 13	514,147	556	(497,950)	1,561	39	18,481
Balance (in shares) at Mar. 31, 2022	41,985,776	4,708,415
Balance at Dec. 31, 2021	$ 115	$ 13	514,116	556	(495,240)	1,637	70	21,267
Balance (in shares) at Dec. 31, 2021	41,973,276	4,708,415
Increase (Decrease) in Shareholders' Equity
Net loss								(13,910)
Balance at Jun. 30, 2022	$ 131	$ 13	515,137	556	(508,970)	1,471	6	8,344
Balance (in shares) at Jun. 30, 2022	47,398,276	4,708,415
Balance at Mar. 31, 2022	$ 115	$ 13	514,147	556	(497,950)	1,561	39	18,481
Balance (in shares) at Mar. 31, 2022	41,985,776	4,708,415
Increase (Decrease) in Shareholders' Equity
Share-based compensation			1,006					1,006
Issuance of ordinary shares for restricted stock award	$ 16		(16)
Issuance of ordinary shares for restricted stock award (in shares)	5,412,500
Foreign currency translation adjustment						(90)		(90)
Disposal of subsidiaries (OOOK)							94	94
Capital injection from minority shareholders							7	7
Net loss					(11,020)		(134)	(11,154)
Balance at Jun. 30, 2022	$ 131	$ 13	515,137	$ 556	(508,970)	$ 1,471	$ 6	8,344
Balance (in shares) at Jun. 30, 2022	47,398,276	4,708,415
Balance at Dec. 31, 2022	$ 131	$ 13	515,182		(507,573)			7,753
Balance (in shares) at Dec. 31, 2022	47,419,109	4,708,415
Increase (Decrease) in Shareholders' Equity
Issuance of ordinary shares and warrants to purchase ordinary shares	$ 15		1,849					1,864
Issuance of ordinary shares and warrants to purchase ordinary shares (in shares)	5,000,000
Net loss					(1,194)			(1,194)
Balance at Mar. 31, 2023	$ 146	$ 13	517,031		(508,767)			8,423
Balance (in shares) at Mar. 31, 2023	52,419,109	4,708,415
Balance at Dec. 31, 2022	$ 131	$ 13	515,182		(507,573)			7,753
Balance (in shares) at Dec. 31, 2022	47,419,109	4,708,415
Increase (Decrease) in Shareholders' Equity
Net loss								(2,195)
Balance at Jun. 30, 2023	$ 146	$ 13	517,031		(509,768)			7,422
Balance (in shares) at Jun. 30, 2023	52,419,109	4,708,415
Balance at Mar. 31, 2023	$ 146	$ 13	517,031		(508,767)			8,423
Balance (in shares) at Mar. 31, 2023	52,419,109	4,708,415
Increase (Decrease) in Shareholders' Equity
Net loss					(1,001)			(1,001)
Balance at Jun. 30, 2023	$ 146	$ 13	$ 517,031		$ (509,768)			$ 7,422
Balance (in shares) at Jun. 30, 2023	52,419,109	4,708,415

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net cash used in operating activities, continuing operations	$ (2,933)	$ (3,246)
Net cash provided by (used in) operating activities, discontinued operations	0	(2,427)
Cash flows from investing activities
Net cash used in investing activities, discontinued operations		(11,082)
Cash flows from financing activities
Proceeds from issuance of ordinary shares and warrants to purchase ordinary shares	1,864
Proceeds from short-term borrowing	2,439
Proceeds from third-party loans	3,450
Net cash provided by (used in) financing activities, continuing operations	7,753
Net cash provided by financing activities, discontinued operations	0	2,536
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(13)	(78)
Net change in cash, cash equivalents and restricted cash	4,807	(14,297)
Cash, cash equivalents and restricted cash at beginning of periods	7,596	32,389
Cash, cash equivalents and restricted cash at end of periods	12,403	18,092
Less: Cash, restricted cash and cash equivalents of discontinued operations		16,874
Cash, cash equivalents and restricted cash at end of year from continuing operations	12,403	1,218
Supplemental disclosure of cash flow information
Income tax paid	(27)
Interest paid	(74)
Supplemental disclosure of non-cash investing and financing activities:
Derecognition of assets other than cash of disposed subsidiaries/deregistered subsidiaries		67
Derecognition of liabilities of disposed subsidiaries/deregistered subsidiaries, net of recognized amount due to the disposed subsidiaries/deregistered subsidiaries		141
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities	$ 129	$ 43

ORGANIZATION AND PRINCIPAL ACTIVITIES

6 Months Ended

Jun. 30, 2023

ORGANIZATION AND PRINCIPAL ACTIVITIES

ORGANIZATION AND PRINCIPAL ACTIVITIES

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

a.	Background

LIQUIDITY AND CAPITAL RESOURCES

6 Months Ended

Jun. 30, 2023

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

2. LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2023, the Group’s consolidated current assets exceeded its consolidated current liabilities by $ 3,886. The Group’s consolidated net assets were $ 7,422 as of June 30, 2023.

Risks and Uncertainties

On January 19, 2023, the New England Commission of Higher Education (“NECHE”) informed Bay State College (“BSC”) of its intention to withdraw BSC’s accreditation as of August 31, 2023. Following the rejection of Ambow’s appeal, on April 11, 2023, the Board of Trustees voted to permanently close Bay State College at the end of the 2022-2023 academic year, and this permanent closer has been completed. The College provided academic, support and transitional services to students through August 31, 2023, and signed agreements with several area universities to provide program completion pathways to Bay State students, often with enhanced transfer and other opportunities.

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

3. SIGNIFICANT ACCOUNTING POLICIES

a.	Basis of presentation

b.	Foreign currency translation

c.	Revenue recognition

The Group’s revenue is generated from delivering educational programs and services.

Contract Balances

d.	Allowance for doubtful accounts

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

6 Months Ended

Jun. 30, 2023

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Cash and cash equivalents	3,276	6,913
Restricted cash (Note i)	4,320	5,490
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows	7,596	12,403

(Note i) Restricted cash required by the Department of Education and the deposits necessary to secure lines of credit from financial institutions.

ACCOUNTS RECEIVABLE, NET

6 Months Ended

Jun. 30, 2023

ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET

5. ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following:


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Accounts receivable	3,063	5,012
Less: Allowance for doubtful accounts	(1,105)	(1,322)
Accounts receivable, net	1,958	3,690

PREPAID AND OTHER CURRENT ASSETS

6 Months Ended

Jun. 30, 2023

PREPAID AND OTHER CURRENT ASSETS

PREPAID AND OTHER CURRENT ASSETS

6. PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following:


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Receivables for third-party acquisitions (Note i)	6,000	4,000
Prepayments to suppliers	103	208
Loans to third parties	6	6
Others	10	16
Total	6,119	4,230

OTHER NON-CURRENT ASSETS

6 Months Ended

Jun. 30, 2023

OTHER NON-CURRENT ASSETS

OTHER NON-CURRENT ASSETS

7. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:


	As of
	December 31,2022	June 30,2023
	$	$
		Unaudited
Long-term restricted cash (Note i)	1,714	1,714
Long-term lease deposits	194	194
Others	43	36
Total	1,951	1,944

(Note i) It includes cash in collateral bank accounts for the issuance of letters of credit.

SHORT-TERM BORROWING

6 Months Ended

Jun. 30, 2023

SHORT-TERM BORROWING

SHORT-TERM BORROWING

8. SHORT-TERM BORROWINGS

The following table sets forth the loan agreements of short-term borrowings from banks:


			Amount	Annual		Repayment
Date	Borrower	Lender	($)	Interest Rate		Due Date
October 11, 2022	Ambow Education Inc.	Cathy Bank	1,500	4.46	%	October 11, 2023
November 14, 2022	Ambow Education Inc.	EAST WEST BANK	1,500	2.50	%	November 14, 2023
January 6, 2023	Ambow Education Inc.	EAST WEST BANK	2,439	2.50	%	January 6, 2024

ACCRUED AND OTHER LIABILITIES

6 Months Ended

Jun. 30, 2023

ACCRUED AND OTHER LIABILITIES

ACCRUED AND OTHER LIABILITIES

9. ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities consisted of the following:


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Accrued payroll and welfare	858	663
Payable for purchase of equipment and services	387	231
Receipt in advance	10	4
Amounts due to students	1,576	1,512
Loans from third parties (Note i)	700	3,450
Others	171	220
Total	3,702	6,080

(Note i) The loans from third-party providers have been fully repaid before the issuance of the condensed consolidated financial statements.

ORDINARY SHARES

6 Months Ended

Jun. 30, 2023

ORDINARY SHARES

ORDINARY SHARES

10. ORDINARY SHARES

The addition of ordinary shares during the six months ended June 30, 2023 came from a registered public offering in February 28, 2023.

SHARE BASED COMPENSATION

6 Months Ended

Jun. 30, 2023

SHARE BASED COMPENSATION

SHARE BASED COMPENSATION

11. SHARE-BASED COMPENSATION

Amended and Restated 2010 Equity Incentive Plan

Restricted stock awards

On May 27, 2022, the Board of Directors approved the grant of 200,000 fully vested Class A ordinary shares of the restricted stock to a consultant as consideration for its service rendered.

TAXATION

6 Months Ended

Jun. 30, 2023

TAXATION

TAXATION

12. TAXATION

a.	Income taxes

Cayman Islands

U.S.

Significant components of the provision for income taxes on earnings for the six months ended June 30, 2022 and 2023 are as follows:


	Six months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Current:	34	(13)
Deferred:	—	—
Provision for income tax expenses	34	(13)

Reconciliation between total income tax expense and the amount computed by applying the U.S. statutory income tax rate to income before income taxes is as follows:


	Six months ended June 30,
	2022		2023
	%		%
	Unaudited		Unaudited
Weighted average statuary tax rate	21	%	21	%
States taxes, net of federal benefit	7	%	7	%
Tax effect of non-deductible expenses	—	%	—	%
Tax effect of non-taxable income	—	%	—	%
Changes in valuation allowance	(28)	%	(29)	%
Effective tax rate	—	%	(1)	%

NET INCOME/LOSS PER SHARE

6 Months Ended

Jun. 30, 2023

NET INCOME/LOSS PER SHARE

NET INCOME/LOSS PER SHARE

13. NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated:


	Six months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Numerator:
Numerator for basic and diluted net loss per share from continuing operations	(4,443)	(2,195)
Numerator for basic and diluted net loss per share from discontinued operations	(9,287)	—
Denominator:
Denominator for basic and diluted net loss per share weighted average ordinary shares outstanding	46,756,368	55,525,314

Basic and diluted net loss per share from continuing operations	(0.10)	(0.04)
Basic and diluted net loss per share from discontinued operations	(0.20)	—

LEASES

6 Months Ended

Jun. 30, 2023

LEASES

LEASES

14. LEASES

The Group has operating leases for classrooms, dormitories, and corporate offices.

The components of lease expense were as follows:


	Six Months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Operating lease expense	2,470	1,171

Supplemental cash flow information related to leases was as follows:


	Six Months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	1,829	809

Supplemental balance sheet information related to leases was as follows:


	Six Months ended June 30,
	2022		2023
	Unaudited		Unaudited
Weighted-average Remaining Lease Term
Operating leases	6.70 Years		2.67 Years
Weighted-average Discount Rate
Operating leases	4.26	%	4.25	%

The weighted-average remaining lease terms were calculated using the remaining lease term and the lease liability balance for each lease as of June 30, 2022 and 2023, respectively.

As of June 30, 2023, maturities of lease liabilities were as follows:


		Amount
		$
		Unaudited
For the six months ending December 31, 2023 (remaining)		2,449
For the year ending December 31,
2024		2,548
2025		2,294
2026		441
2027		8
Total lease payments		7,740
Less: interest		(389)
Total		7,351
Less: current portion		(2,451)
Non-current portion		4,900

As of June 30, 2023, the Group had no material operating or finance leases that had not yet commenced.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

a.	Basis of presentation

Foreign currency translation

b.	Foreign currency translation

Revenue recognition

c.	Revenue recognition

The Group’s revenue is generated from delivering educational programs and services.

Contract Balances

Allowance for doubtful accounts

d.	Allowance for doubtful accounts

CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables)

6 Months Ended

Jun. 30, 2023

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Schedule of reconciliation of cash, cash equivalents, and restricted cash


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Cash and cash equivalents	3,276	6,913
Restricted cash (Note i)	4,320	5,490
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows	7,596	12,403

ACCOUNTS RECEIVABLE, NET (Tables)

6 Months Ended

Jun. 30, 2023

ACCOUNTS RECEIVABLE, NET

Schedule of accounts receivable, net


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Accounts receivable	3,063	5,012
Less: Allowance for doubtful accounts	(1,105)	(1,322)
Accounts receivable, net	1,958	3,690

PREPAID AND OTHER CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

PREPAID AND OTHER CURRENT ASSETS

Schedule of prepaid and other current assets


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Receivables for third-party acquisitions (Note i)	6,000	4,000
Prepayments to suppliers	103	208
Loans to third parties	6	6
Others	10	16
Total	6,119	4,230

OTHER NON-CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

OTHER NON-CURRENT ASSETS

Schedule of other non-current assets


	As of
	December 31,2022	June 30,2023
	$	$
		Unaudited
Long-term restricted cash (Note i)	1,714	1,714
Long-term lease deposits	194	194
Others	43	36
Total	1,951	1,944

(Note i) It includes cash in collateral bank accounts for the issuance of letters of credit.

SHORT-TERM BORROWING (Tables)

6 Months Ended

Jun. 30, 2023

SHORT-TERM BORROWING

Schedule of short-term borrowings from bank


			Amount	Annual		Repayment
Date	Borrower	Lender	($)	Interest Rate		Due Date
October 11, 2022	Ambow Education Inc.	Cathy Bank	1,500	4.46	%	October 11, 2023
November 14, 2022	Ambow Education Inc.	EAST WEST BANK	1,500	2.50	%	November 14, 2023
January 6, 2023	Ambow Education Inc.	EAST WEST BANK	2,439	2.50	%	January 6, 2024

ACCRUED AND OTHER LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2023

ACCRUED AND OTHER LIABILITIES

Schedule of accrued and other liabilities


	As of
	December 31, 2022	June 30, 2023
	$	$
		Unaudited
Accrued payroll and welfare	858	663
Payable for purchase of equipment and services	387	231
Receipt in advance	10	4
Amounts due to students	1,576	1,512
Loans from third parties (Note i)	700	3,450
Others	171	220
Total	3,702	6,080

(Note i) The loans from third-party providers have been fully repaid before the issuance of the condensed consolidated financial statements.

TAXATION (Tables)

6 Months Ended

Jun. 30, 2023

TAXATION

Schedule of significant components of provision for income taxes on earnings


	Six months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Current:	34	(13)
Deferred:	—	—
Provision for income tax expenses	34	(13)

Summary of reconciliation between total income tax expense and the amount computed by applying the US statutory income tax rate to income before income taxes


	Six months ended June 30,
	2022		2023
	%		%
	Unaudited		Unaudited
Weighted average statuary tax rate	21	%	21	%
States taxes, net of federal benefit	7	%	7	%
Tax effect of non-deductible expenses	—	%	—	%
Tax effect of non-taxable income	—	%	—	%
Changes in valuation allowance	(28)	%	(29)	%
Effective tax rate	—	%	(1)	%

NET INCOME/LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

NET INCOME/LOSS PER SHARE

Schedule of computation of basic and diluted net (loss) income per share


	Six months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Numerator:
Numerator for basic and diluted net loss per share from continuing operations	(4,443)	(2,195)
Numerator for basic and diluted net loss per share from discontinued operations	(9,287)	—
Denominator:
Denominator for basic and diluted net loss per share weighted average ordinary shares outstanding	46,756,368	55,525,314

Basic and diluted net loss per share from continuing operations	(0.10)	(0.04)
Basic and diluted net loss per share from discontinued operations	(0.20)	—

LEASES (Tables)

6 Months Ended

Jun. 30, 2023

LEASES

Schedule of components of lease expense


	Six Months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Operating lease expense	2,470	1,171

Schedule of supplemental cash flow information


	Six Months ended June 30,
	2022	2023
	$	$
	Unaudited	Unaudited
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	1,829	809

Schedule of lease terms and discount rates


	Six Months ended June 30,
	2022		2023
	Unaudited		Unaudited
Weighted-average Remaining Lease Term
Operating leases	6.70 Years		2.67 Years
Weighted-average Discount Rate
Operating leases	4.26	%	4.25	%

Schedule of maturities of lease liabilities


		Amount
		$
		Unaudited
For the six months ending December 31, 2023 (remaining)		2,449
For the year ending December 31,
2024		2,548
2025		2,294
2026		441
2027		8
Total lease payments		7,740
Less: interest		(389)
Total		7,351
Less: current portion		(2,451)
Non-current portion		4,900

LIQUIDITY AND CAPITAL RESOURCES (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
LIQUIDITY AND CAPITAL RESOURCES
Liabilities in excess of assets	$ 3,886
Equity	7,422	$ 8,344	$ 8,423	$ 7,753	$ 18,481	$ 21,267
Net cash used in operating activities, continuing operations	(2,933)	$ (3,246)
Unrestricted cash and cash equivalents	$ 6,913			$ 3,276

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Contract asset balances	$ 0	$ 0
Deferred revenue	$ 0	$ 0

CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents	$ 6,913	$ 3,276
Restricted cash (Note i)	5,490	4,320
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows	$ 12,403	$ 7,596	$ 18,092	$ 32,389

ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands	6 Months Ended
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
ACCOUNTS RECEIVABLE, NET
Accounts receivable	$ 5,012		$ 3,063
Less: Allowance for doubtful accounts	(1,322)		(1,105)
Accounts receivable, net	3,690		$ 1,958
Allowance for doubtful accounts	318	$ 908
Allowance for doubtful accounts, written off	$ 101	$ 4

PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
PREPAID AND OTHER CURRENT ASSETS
Receivables for third-party acquisitions (Note i)	$ 4,000	$ 6,000
Prepayments to suppliers	208	103
Loans to third parties	6	6
Others	16	10
Total	$ 4,230	$ 6,119

PREPAID AND OTHER CURRENT ASSETS - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Ambow subsidiaries
Consideration from disposal receivable in cash	$ 4,000	$ 6,000
Ambow Subsidiaries \| Discontinued Operations \| Purchase Agreement
Ambow subsidiaries
Consideration from disposal received in cash	8,000
Consideration from disposal receivable in cash	$ 4,000

OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
OTHER NON-CURRENT ASSETS
Long-term restricted cash (Note i)	$ 1,714	$ 1,714
Long-term lease deposits	194	194
Others	36	43
Total	$ 1,944	$ 1,951

SHORT-TERM BORROWING (Details) - USD ($) $ in Thousands				1 Months Ended	12 Months Ended
SHORT-TERM BORROWING (Details) - USD ($) $ in Thousands	Jan. 06, 2023	Nov. 14, 2022	Oct. 11, 2022	Jan. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Mar. 11, 2022	Jan. 07, 2022	Dec. 10, 2021
SHORT-TERM BORROWING
Short-term borrowings					$ 3,000	$ 5,439
Cathy Bank
SHORT-TERM BORROWING
Interest rate (as a percent)			4.46%
Mortgaged property amount					5,439
Line of credit					$ 5,439
Loan received			$ 1,500
East West Bank
SHORT-TERM BORROWING
Interest rate (as a percent)	2.50%	2.50%
Mortgaged property amount				$ 5,439
Line of credit				$ 5,439
Loan received	$ 2,439	$ 1,500
Ambow Education Inc \| Cathy Bank
SHORT-TERM BORROWING
Short-term borrowings			$ 1,500
Interest rate (as a percent)									4.46%
Ambow Education Inc \| East West Bank
SHORT-TERM BORROWING
Short-term borrowings	$ 2,439	$ 1,500
Interest rate (as a percent)							2.50%	2.50%

ACCRUED AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
ACCRUED AND OTHER LIABILITIES
Accrued payroll and welfare	$ 663	$ 858
Payable for purchase of equipment and services	231	387
Receipt in advance	4	10
Amounts due to students	1,512	1,576
Loan from third parties (Note i)	3,450	700
Others	220	171
Total	$ 6,080	$ 3,702

ORDINARY SHARES (Details) $ / shares in Units, $ in Thousands	Feb. 28, 2023 USD ($) $ / shares shares
ORDINARY SHARES
Issue price (per share) \| $ / shares	$ 0.80
Net proceeds from issuance of ordinary shares and warrants \| $	$ 1,849
Net proceeds from ordinary shares \| $	1,449
Net proceeds from warrant \| $	$ 400
Direct offering
ORDINARY SHARES
Issue price (per share) \| $ / shares	$ 0.80
Class A Ordinary Shares
ORDINARY SHARES
Issuance of ordinary shares and warrants to purchase ordinary shares (in shares)	5,000,000
Class A Ordinary Shares \| Direct offering
ORDINARY SHARES
Issuance of ordinary shares and warrants to purchase ordinary shares (in shares)	2,000,000
American Depositary Shares
ORDINARY SHARES
Issuance of ordinary shares and warrants to purchase ordinary shares (in shares)	2,500,000
American Depositary Shares \| Direct offering
ORDINARY SHARES
Issuance of ordinary shares and warrants to purchase ordinary shares (in shares)	1,000,000

SHARE BASED COMPENSATION (Details)	Dec. 21, 2018	Jun. 01, 2010
2010 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Automatic termination period of the plan		10 years
Amended and Restated 2010 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration term	10 years

SHARE BASED COMPENSATION - Restricted stock (Details) - CNY (¥) ¥ in Thousands			6 Months Ended
	May 27, 2022	Nov. 22, 2018	Jun. 30, 2023	Jun. 30, 2022
Restricted stock
Unrecognized share-based compensation expenses			¥ 0
Restricted stock awards \| General and administrative
Restricted stock
Share-based compensation expense			¥ 0	¥ 1,037
Restricted stock awards \| Senior employee
Restricted stock
Granted (in shares)		200,000		5,200,000
Vesting percentage		25.00%
Vested (in shares)			0	25,000
Restricted stock awards \| Consultant
Restricted stock
Granted (in shares)	200,000

TAXATION - Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Provision for income taxes on earnings
Current:			$ (13)	$ 34
Provision for income tax expenses	$ (13)	$ 34	$ (13)	$ 34

TAXATION - Reconciliation (Details) - PRC	6 Months Ended
TAXATION - Reconciliation (Details) - PRC	Jun. 30, 2023	Jun. 30, 2022
Reconciliation between total income tax expense and the amount computed by applying the weighted average statutory income tax rate to income before income taxes
Weighted average statuary tax rate	21.00%	21.00%
States taxes, net of federal benefit	7.00%	7.00%
Changes in valuation allowance	(29.00%)	(28.00%)
Effective tax rate	(1.00%)

NET INCOME/LOSS PER SHARE - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Numerator for basic net loss per share from continuing operations			$ (2,195)	$ (4,443)
Numerator for diluted net loss per share from continuing operations			$ (2,195)	(4,443)
Numerator for basic net loss per share from discontinued operations				(9,287)
Numerator for diluted net loss per share from discontinued operations				$ (9,287)
Denominator:
Denominator for basic net loss per share weighted average ordinary shares outstanding (in shares)	57,127,524	46,825,968	55,525,314	46,756,368
Denominator for diluted net loss per share weighted average ordinary shares outstanding (in shares)	57,127,524	46,825,968	55,525,314	46,756,368
Basic net loss per share from continuing operations (in dollars per share)			$ (0.04)	$ (0.10)
Diluted net loss per share from continuing operations (in dollars per share)			$ (0.04)	(0.10)
Basic net loss per share from discontinued operations (in dollars per share)		$ (0.18)		(0.20)
Diluted net loss per share from discontinued operations (in dollars per share)		$ (0.18)		$ (0.20)

LEASES - Lease expenses (Details) - USD ($) $ in Thousands	6 Months Ended
LEASES - Lease expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2021
LEASES
Operating lease expense	$ 2,470	$ 1,171

LEASES - Supplemental cash flow information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2021
LEASES
Operating cash flows from operating leases	$ 1,829	$ 809

LEASES - Supplemental balance sheet information (Details)	Jun. 30, 2023	Jun. 30, 2022
LEASES
Weighted-average Remaining Lease Term, Operating leases	2 years 8 months 1 day	6 years 8 months 12 days
Weighted-average Discount Rate, Operating leases	4.25%	4.26%

LEASES - Maturities of lease liabilities (Details) ¥ in Thousands, $ in Thousands	Jun. 30, 2023 USD ($)	Jun. 30, 2023 CNY (¥)	Dec. 31, 2022 USD ($)
Operating leases- ASU842
For the six months ending December 31, 2023 (remaining)		¥ 2,449
2024		2,548
2025		2,294
2026		441
2027		8
Total lease payments		7,740
Less: interest		(389)
Total		7,351
Less: current portion	$ (2,451)	(2,451)	$ (2,197)
Non-current portion	$ 4,900	¥ 4,900	$ 5,688

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