安博教育2023年度报告

OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Date of the event requiring this shell company report _________________Commission file number: 001-34824 AMBOW EDUCATION HOLDING LTD. (Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrant’s name into English)Cayman Islands(Jurisdiction of incorporation or organization)19925 Stevens Creek Blvd, Cupertino, CA 95014United States of America(Address of principal executive offices)Dr. Jin Huang, President and Chief Executive Officer19925 Stevens Creek Blvd, Cupertino, CA 95014United States of AmericaTelephone: +1 (628) 888-4587E-mail: Linlin.Duan@ambow.com(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: *Not for trading, but only in connection with the listing on the NYSE American**Effective on February 20, 2024, the ratio of ADSs to our Class A Ordinary Shares was changed from oneADS representing two Class A Ordinary Shares to one ADS representing twenty Class A Ordinary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Table of Contents None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital stock as of the close ofthe period covered by this report. 52,419,109 Class A OrdinaryShares and4,708,415 Class C OrdinaryShares,par value $0.003 per share, as ofDecember 31, 2023 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. ☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐Yes☒No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically, every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging Growth Company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards† provided pursuant to Section 13(a) of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive - based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP☒International Financial Reporting Standards asissuedby the International Accounting Standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell comp