Ambow Education (AMBO) adds new Corporate Governance and Nominating Committee

Rhea-AI Filing Summary

Ambow Education Holding Ltd. reported that its board of directors has created a new Corporate Governance and Nominating Committee, effective January 9, 2026. The board also approved and adopted a formal committee charter that defines the committee’s purpose, authority and responsibilities in line with NYSE American listing standards and the company’s corporate governance guidelines.

The committee will focus on identifying, evaluating and recommending candidates qualified to serve as directors, along with other duties delegated by the board. Directors Yigong Justin Chen, Yanhui Ma and Mingjun Wang have been appointed as members, and the board has determined that all three are independent under NYSE American and SEC rules. Mingjun Wang will serve as Chair of the committee.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001494558 00-0000000 0001494558 2026-01-09 2026-01-09 0001494558 AMBO:AmericanDepositarySharesOneAmericanDepositaryShareRepresentingTwentyClassOrdinarySharesParValue0.003PerShareMember 2026-01-09 2026-01-09 0001494558 AMBO:ClassOrdinarySharesParValue0.003PerShareMember 2026-01-09 2026-01-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

January 9, 2026

Date of Report (Date of earliest event reported)

AMBOW EDUCATION HOLDING LTD.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-34824		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

10080 N. Wolfe RD, Suite SW3-200, Cupertino, CA		95014
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (619) 684-8954

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
American depositary shares (one American depositary share representing twenty Class A Ordinary Shares, par value $0.003 per share) **		AMBO		NYSE American LLC
Class A Ordinary Shares, par value $0.003 per share*				NYSE American LLC

* 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 one ADS representing two Class A Ordinary Shares to one ADS representing twenty Class A Ordinary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2026, the board of directors (the “Board”) of Ambow Education Holding Ltd. (the “Company”) established a Corporate Governance and Nominating Committee of the Board, effective immediately. The Board also approved and adopted a charter for the committee (the “Charter”), which sets forth the purpose, authority and responsibilities of the committee, in accordance with applicable NYSE American listing standards and the Company’s governance guidelines. The Charter is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

The Corporate Governance and Nominating Committee is responsible for identifying, evaluating and recommending individuals qualified to serve as directors of the Company, and for performing such other duties as may be delegated to it by the Board from time to time, in accordance with applicable NYSE American listing standards and the Company’s corporate governance guidelines.

The members of the Corporate Governance and Nominating Committee are Yigong Justin Chen, Yanhui Ma and Mingjun Wang. The Board has determined that each of Yigong Justin Chen, Yanhui Ma and Mingjun Wang qualifies as an independent director under NYSE American corporate governance rules and applicable SEC rules. Mingjun Wang has been appointed to serve as Chair of the Corporate Governance and Nominating Committee. Each of these directors is currently serving as a member of the Audit Committee of the Company, and each of Yanhui Ma and Mingjun Wang is currently serving as a member of the Compensation Committee of the Company.

There are no arrangements or understandings between any member of the Corporate Governance and Nominating Committee and any other person pursuant to which such member was selected to serve on the Corporate Governance and Nominating Committee. There are no family relationships between any member of the Corporate Governance and Nominating Committee and any of the Company’s executive officers or other directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1		Charter of the Corporate Governance and Nominating Committee
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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 hereunto duly authorized.

	AMBOW EDUCATION HOLDING LTD.
January 12, 2026	By:	/s/ Jin Huang
		Jin Huang
		Chief Executive Officer

2

FAQ

What corporate change did Ambow Education Holding Ltd. (AMBO) disclose?

Ambow Education Holding Ltd. disclosed that its board of directors established a Corporate Governance and Nominating Committee, effective January 9, 2026, and adopted a formal charter for this committee.

What is the role of the new Corporate Governance and Nominating Committee at AMBO?

The Corporate Governance and Nominating Committee is responsible for identifying, evaluating and recommending individuals qualified to serve as directors of Ambow Education Holding Ltd., as well as performing other duties delegated by the board under applicable NYSE American listing standards and the company’s corporate governance guidelines.

Who are the members of Ambow Education Holding Ltd.’s new Corporate Governance and Nominating Committee?

The committee members are Yigong Justin Chen, Yanhui Ma and Mingjun Wang. The board determined that each qualifies as an independent director under NYSE American corporate governance rules and applicable SEC rules, and Mingjun Wang has been appointed as Chair.

Do the members of AMBO’s Corporate Governance and Nominating Committee serve on other board committees?

Yes. Each of Yigong Justin Chen, Yanhui Ma and Mingjun Wang currently serves on the Audit Committee of Ambow Education Holding Ltd. In addition, both Yanhui Ma and Mingjun Wang serve as members of the Compensation Committee.

Are there any special arrangements or family relationships related to AMBO’s new committee members?

The company states there are no arrangements or understandings with any other person regarding the selection of these directors to the Corporate Governance and Nominating Committee, and there are no family relationships between any committee member and the company’s executive officers or other directors.

What exhibit did Ambow Education Holding Ltd. file in connection with the new committee?

Ambow Education Holding Ltd. filed as an exhibit the Charter of the Corporate Governance and Nominating Committee, listed as Exhibit 99.1, along with a cover page interactive data file listed as Exhibit 104.