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

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 October 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)

10080 N. WOLFE RD. SUITE SW3-200CUPERTINO, 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 ☐

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: October 7, 2024

Exhibit Index

Exhibit No.		Description
Exhibit 99.1		Press Release
Exhibit 99.2		License Agreement

Exhibit 99.1

Ambow Education Secures $1.3 Million International Licensing Deal for HybriU

CUPERTINO, California, October 7, 2024 -- Ambow Education Holding Ltd. (NYSE American: AMBO) (“Ambow” or the “Company”), an AI-driven educational technology company, today announced that it has entered into a $1.3 million non-exclusive, annually renewable licensing agreement with Inspiring Futures Pte. LTD. This agreement grants licensing authorization for the production of the HybriU AI UniBox and the sale of HybriU, a comprehensive AI-driven, plug-and-play educational solution, in international markets. The agreement aligns with Ambow’s mission to advance the future of education and empower educators and students globally.

“This partnership extends HybriU’s presence in the rapidly growing global digital education sector,” said Dr. Jin Huang, Ambow’s President, Chief Executive Officer, and acting Chief Financial Officer. “As more international partners join in the sale of HybriU, we can focus on expanding our presence in key U.S. markets, where we believe HybriU is currently the only available 5-in-1 total solution. It seamlessly integrates AI—empowering five key domains: teaching, learning, connectivity, recording, and management—along with lecture capture, immersive technology, and a comprehensive management platform designed specifically for the education sector. HybriU delivers a unified learning experience that transcends the boundaries of both online and offline education, bridges language and regional divides, and connects academia with industry.”

HybriU’s cutting-edge 3D solution includes 3D signal capture, recording, transformation, and remote display capabilities. It supports broadcasting life-sized 3D projections of professors in remote classrooms via a 3D LED wall, enabling a highly immersive learning experience. Learners can engage in their native language while interacting with the 3D content, making the platform accessible and effective across diverse linguistic and regional boundaries.

Based in Singapore, Inspiring Futures brings extensive experience in the education sector, with a strong focus on educational intelligence and network connectivity within Asian markets. The company is now looking to expand internationally, targeting regions with a growing demand for high-quality education and advanced technology integration. Through strategic partnerships and relationships with key stakeholders, Inspiring Futures aims to deliver innovative solutions while positioning itself as a trusted partner in the global education landscape.

About Ambow

Ambow Education Holding Ltd. is a U.S.-based, AI-driven educational technology company dedicated to empowering educational institutions, educators, and students through cutting-edge AI and connectivity solutions tailored specifically to the education sector. With our innovative HybriU technology and the operation of the prestigious New School of Architecture & Design in San Diego, California, Ambow is committed to delivering unmatched, personalized, and impactful career education services, alongside advanced AI-driven digital education technologies and solutions. For more information, visit Ambow’s corporate 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

Exhibit 99.2

HybriU AI UniBox Solution

LICENSE AGREEMENT

This License Agreement (the “Agreement”), dated June 26, 2024 (the “Signing Date”), is entered into by and between:

Ambow Education Inc., with a mailing address at 10080 N. WOLFE RD. SUITE SW3 - 200CUPERTINO, CA 95014, USA, hereinafter referred to as the “Licensor”;

and

ININSPIRING FUTURES PTE. LTD., with a mailing address at 2 Jurong East Street 21 #04-75, IMM Building, Singapore 609601, hereinafter referred to as the “Licensee.”

WHEREAS, the Licensor owns all rights, title, and interest, in and to the HybriU AI UniBox solution (the “Solution”) as defined in the “Documentation and Software” section and in all exhibits attached to and made part of this Agreement; and

WHEREAS, The Licensee wishes to obtain an annual license for the HybriU AI UniBox solution within the “Territory” (as defined below) to manufacture and sell the Solution, subject to the terms and conditions outlined in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions

●

“Documentation and Software” Refers to the Licensor’s software embedded in the HybriU AI Box, along with user manuals, instructions, technical documentation, and other related materials, whether in electronic or hard copy format. This includes the Solution (as described in Exhibit A) and its full functionality.

●

“Territory” means any area outside the United States.

●

“Updates” refer to any updates, bug fixes, patches, or other error corrections to the software that the Licensor generally makes available free of charge to licensees, as described in the “Documentation and Software.”

●

“USD” means the lawful currency of the United States of America.

2. License

(a) License Grant.

Subject to and conditioned upon the Licensee’s compliance with all terms and conditions of this Agreement, the Licensor grants the Licensee an annual license to produce and sell the HybriU AI UniBox Solution during the Term and within the Territory.

(b) Use Restrictions.

The Licensee shall not use the Solution for any purposes beyond the scope of the license granted in this Agreement. Without limiting the generality of the foregoing and except as expressly permitted in this Agreement, the Licensee shall not, directly or indirectly:

●

Use the Solution in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other rights of any person, or that violates any applicable law.

(c) Reservation of Rights.

The Licensor reserves all rights not expressly granted to the Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Licensee or any third party any intellectual property rights or other rights, title, or interest in or to the Solution.

(d) Delivery and Effective Date.

The Licensor shall commence the provision of the solution to the Licensee upon receipt of 20% of the total payment. The effective date of the annual license shall be the date on which all deliverables have been completed, and the Licensee has formally confirmed acceptance of the solution.

3. License Fee and Payment Method

(a) License Fee.

The Licensee shall pay an annual license fee of $1,300,000 USD to the Licensor. Payment will be made as follows:

●

20% ($260,000) by September 30, 2024.

●

30% ($390,000) by December 30, 2024.

●

20% ($260,000) by March 30, 2025.

●

30% ($390,000) by June 30, 2025.

(b) Payment Method.

All payments shall be made via ACH, wire transfer, or any other method agreed upon by both parties.

4. Confidential Information

During the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in oral, written, electronic, or other form or media, and whether or not marked as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that:

●

(a) Is in the public domain at the time of disclosure;

●

(b) Is known to the receiving party at the time of disclosure;

●

(d) Is independently developed by the receiving party.

The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to its employees who need to know the information to exercise rights or perform obligations under this Agreement. Notwithstanding the above, each party may disclose Confidential Information to the extent required:

●

(i) To comply with a court order or governmental body, provided that the disclosing party gives prior written notice to the other party and makes a reasonable effort to obtain a protective order.

●

(ii) To establish its rights under this Agreement, including making necessary court filings.

Upon expiration or termination of the Agreement, the receiving party shall promptly return or destroy all copies of the Confidential Information and certify in writing to the disclosing party that such destruction has occurred. Each party’s confidentiality obligations will remain effective until the Confidential Information is no longer considered confidential.

5. Term and Termination

(a) Term.

The initial term of this Agreement begins on the Effective Date and continues for one year unless terminated earlier.

(b) Termination.

Either party may terminate this Agreement with or without reason upon providing a written sixty (60) days’ notice.

6. Miscellaneous

(a) Entire Agreement.

This Agreement, along with any documents incorporated by reference and all related Exhibits, constitutes the complete and exclusive agreement between the parties regarding the subject matter herein, superseding all prior and contemporaneous understandings, agreements, representations, and warranties.

(b) Force Majeure.

Neither party shall be liable to the other or be considered in breach of this Agreement for any failure or delay in performing its obligations (except for payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, floods, fires, earthquakes, explosions, war, terrorism, invasions, riots, civil unrest, strikes, labor stoppages or slowdowns, industrial disturbances, legal changes, or actions by governmental or public authorities, including embargoes.

(c) Amendment and Modification; Waiver.

No amendment or modification of this Agreement is valid unless made in writing and signed by an authorized representative of each party. No waiver of any provision is effective unless explicitly stated in writing and signed by the waiving party. Except as otherwise provided in this Agreement, no failure or delay in exercising any right, remedy, power, or privilege will operate as a waiver, nor will any single or partial exercise of any right, remedy, power, or privilege preclude any further exercise or the exercise of any other right, remedy, power, or privilege.

(d) Severability.

If any provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or render it unenforceable in any other jurisdiction. The parties agree to negotiate in good faith to modify any such provision to reflect the original intent of the parties as closely as possible, so that the transactions contemplated herein may be consummated as originally planned to the fullest extent possible.

(e) Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

(f) Assignment.

The Licensee may not assign or transfer any of its rights or delegate any of its obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the Licensor. Any assignment, transfer, or delegation in violation of this section is null and void. No assignment, transfer, or delegation will relieve the assigning party of its obligations under this Agreement. This Agreement is binding upon and benefits the parties and their respective permitted successors and assigns.

(g) Governing Law; Submission to Jurisdiction.

This Agreement is governed by and construed in accordance with the laws of California.

(h) No Restriction.

Nothing in this Agreement restricts the Licensor’s right to acquire, license, develop, or have others develop similar technology that performs the same or similar functions as the technology contemplated by this Agreement, or to market and distribute such technology in addition to or instead of the Solution, anywhere in the world.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Ambow Education Inc.

By:	Jin Huang

	/s/ Jin Huang	[Signature]	Date: June 26, 2024
	CEO

IN INSPIRING FUTURES PTE. LTD.

By:	Daisy Wang

	/s/ Daisy Wang	[Signature]	Date: June 26, 2024
	Director