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.
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Ambow Education Holding Ltd. |
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By: |
/s/ Jin Huang |
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Name: |
Dr. Jin Huang |
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Title: |
President, Chief Executive Officer and
Acting Chief Financial Officer |
Date: October 7, 2024
Exhibit
Index
2
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.
Follow us on X: @Ambow_Education
Follow us on LinkedIn: Ambow-education-group
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
or
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; |
| ● | (c)
Is rightfully obtained by the receiving party on a non-confidential basis from a third party;
or |
| ● | (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. |
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By: |
Jin
Huang |
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/s/
Jin Huang |
[Signature] |
Date: June
26, 2024 |
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CEO |
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IN
INSPIRING FUTURES PTE. LTD. |
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By: |
Daisy
Wang |
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/s/
Daisy Wang |
[Signature] |
Date: June
26, 2024 |
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Director |
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5
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