安博教育美股招股说明书(2020-10-05版)

424B5 1 tm2032326d1_424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5)Registration No. 333-231273 PROSPECTUS SUPPLEMENT (To the Prospectus Dated May 17, 2019) Ambow Education Holding Ltd. 1,507,538 American Depositary SharesWarrants to Purchase 603,016 American Depositary Shares603,016 American Depositary Shares Issuable upon Exercise of the Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 1,507,538 American Depositary Shares, or ADSs, directly to selected investors. Each ADS represents two of our Class A Ordinary Shares, par value $0.003 per share. The purchasers in this offering will also receive warrants to initially purchase an aggregate of 603,016 ADSs with a per ADS exercise price of $4.68. The warrants are exercisable immediately as of the date of issuance and expire three years from the date of issuance. If the ADSs trade above $9.36 for 20 consecutive trading days, subject to certain equity conditions and trading volume requirements, the Company can force the warrants to be exercised by notice to the holder. A holder of the warrants also will have the right to exercise its warrants on a cashless basis if the registration statement or prospectus contained therein is not available for the issuance of the warrant ADSs issuable upon exercise thereof. For a more detailed description of the ADSs and warrants, see the sections entitled “Description of Our Securities We Are Offering” beginning on page S-9 and “Description of ADSs and Class A Ordinary Shares” on page 7 of the accompanying prospecuts. There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to apply to list the warrants on any securities exchange. Our ADSs are traded on the NYSE American under the symbol “AMBO”. As of September 28, 2020, the last reported sale price for our ADSs was $4.09 per ADS. As of that date, the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was approximately $37,604,466 based on 38,895,700 shares of our outstanding Class A ordinary shares, of which approximately 18,388,492 shares were held by non-affiliates. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period so long as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates remains below $75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3. Under our Sixth Amended and Restated Memorandum and Articles of Association, our authorized share capital is divided into 66,666,667 Class A ordinary shares and 8,333,333 Class C ordinary shares with 1,666,667 undesignated preferred shares. Dr. Jin Huang, our Chairman and Chief Executive Officer, is the beneficial owner of all of the issued and outstanding Class C ordinary shares. Our Class A ordinary shares and Class C ordinary shares have identical rights, except for the special voting and conversion rights described below: • Voting rights — Each Class A ordinary share is entitled to one vote and each Class C ordinary share is entitled to ten votes on all matters upon which the ordinary shares are entitled to vote, including the election of directors. • Conversion rights attaching to shares — Each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible under any circumstances. If at any time Dr. Huang, her affiliates collectively own less than 5% of the total number of the issued and outstanding Class C ordinary shares, each issued and outstanding Class C ordinary share shall be automatically and immediately converted into one share of Class A ordinary shares without payment of additional consideration and no Class C ordinary shares shall thereafter be issuable by us. We have retained FT Global Capital, Inc. to act as the exclusive placement agent to use its best efforts to solicit offers from investors to purchase the securities in this offering. The placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The placement agent is not purchasing or selling any ADSs or warrants in this offering. We will pay the placement agent a fee equal to the sum of 7.5% of the aggregate purchase price paid by investors placed by the placement agent. Additionally, we will issue to the placement agent warrants to purchase 75,377 ADSs on substantially the same terms as the warrants sold in this offering, except that the placement agent warrants are ex