Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
29 Janvier 2024 - 10:10PM
Edgar (US Regulatory)
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 January 2024
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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
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, Chief Executive Officer and Acting Chief Financial Officer |
|
Date: January 29, 2024
Exhibit Index
Exhibit 99.1
Ambow Education Announces Plan to Implement
ADS Ratio Change
CUPERTINO, California, January 29, 2024 --
Ambow Education Holding Ltd. (NYSE American: AMBO) ("Ambow" or the "Company"), an AI technology-driven educational
company, today announced its plan to change the ratio of its American depositary shares ("ADSs") to its Class A ordinary
shares from one (1) ADS, representing two (2) Class A ordinary shares, to one (1) ADS representing twenty (20) Class A
ordinary shares (the "ADS Ratio Change"). The ADS Ratio Change is expected to become effective on or about February 20,
2024, U.S. Eastern Time (the "Effective Date").
The ADS Ratio Change will have the same effect
as a one-for-10 reverse ADS split for ADS holders. The ADS Ratio Change will have no impact on the Company's underlying Class A ordinary
shares, and no Class A ordinary shares will be issued or canceled in connection with the ADS Ratio Change. On the Effective Date,
holders of the ADSs will be required to surrender and exchange every ten (10) then-held ADSs for one (1) new ADS. Holders of
ADSs in the Direct Registration System ("DRS") and in The Depository Trust Company ("DTC") will have their ADSs automatically
exchanged and need not take any action. Citibank, N.A., as the depositary bank for the Company's ADS program (the "Depositary"),
will arrange for the exchange.
No fractional new ADSs will be issued in connection
with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary, and the net cash
proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable
ADS holders by the Depositary.
The
ADSs will continue to be traded on NYSE American under the symbol "AMBO." The Company expects this ratio change will restore
the Company’s compliance with the NYSE American's continued listing standards, as set forth by the NYSE and disclosed by Ambow on
October 10, 2023. As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally. The Company can
give no assurance that the ADS price after the ADS Ratio Change will be proportionally equal to or greater than the previous ADS price
prior to the change.
About Ambow
Ambow
Education Holding Ltd. is a U.S.-based, AI technology-driven educational company. Its mission is to empower educators, students, higher
learning institutions and organizations with advanced technology designed explicitly for the education industry. Through HybriU, Ambow’s
dynamic patented open-platform technology that facilitates hybrid learning, and its for-profit college, New School of Architecture &
Design based in San Diego, California, Ambow offers high-quality, individualized, and dynamic career education services and products.
For more information, visit Ambow’s corporate website at https://www.ambow.com/.
Follow
us on Twitter: @Ambow_Education
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.
Email:
ir@ambow.com
The Piacente Group | Investor Relations
Tel: +1-212-481-2050
E-mail:
ambow@tpg-ir.com
Ambow Education (AMEX:AMBO)
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