0001494558 1 2026-07-22 2026-07-22 0001494558 2 2026-07-22 2026-07-22 0001494558 3 2026-07-22 2026-07-22 0001494558 4 2026-07-22 2026-07-22 0001494558 5 2026-07-22 2026-07-22 0001494558 6 2026-07-22 2026-07-22 0001494558 7 2026-07-22 2026-07-22 0001494558 1 2026-07-22 2026-07-22 0001494558 2 2026-07-22 2026-07-22 0001494558 2026-07-22 2026-07-22 iso4217:USD pure S-3 EX-FILING FEES 0001494558 true false N/A S-3 AMBOW EDUCATION HOLDING LTD. false Equity Class A Ordinary Shares, $0.003 per share true false Equity Preferred Shares, $0.003 per share true false Other Warrants true false Other Subscription Rights true false Other Debt Securities true false Other Units true false Unallocated (Universal) Shelf true 100000000.00 0.0001381 13810.00 100000000.00 13810.00 11048.00 2762.00 These ordinary shares may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents twenty class A ordinary shares. The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6, as amended (File No. 333-168238). Rights evidencing the right to purchase Class A ordinary shares, including ordinary shares represented by ADSs, or debt securities. Units may consist of any combination of the securities registered hereunder. There are being registered hereunder such indeterminate number of Class A ordinary shares, such indeterminate number of preferred shares, such indeterminate number of warrants, such indeterminate number of subscription rights, such indeterminate number of debt securities and such indeterminate number of units as will have an aggregate initial offering price not to exceed $100,000,000, or if any securities are issued in any non-United States currency units, the equivalent thereof in non-United States currencies. This registration statement shall also cover any additional securities to be offered or issued from stock splits, stock dividends, recapitalizations or similar transactions. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The proposed maximum aggregate offering price for each class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to Instruction 2(A)(ii)(b) to Item 16 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units. true Ambow Education Holding Ltd. F-3 333-291011 2025-10-22 11048.00 Unallocated (Universal) Shelf Class A Ordinary Shares, Preferred Shares, Warrants, Subscription Rights, Units, Debt Securities true Ambow Education Holding Ltd. F-3 333-291011 2025-10-22 11048.00 The prior registration statement registered securities having an aggregate offering amount of $80,000,000, none of which have been sold. The offering under the prior registration statement has been terminated and the unsold securities thereunder are no longer available for offer or sale. Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting against the registration fee otherwise due under this Registration Statement by $11,048, an amount equal to the registration fee previously paid in connection with unsold securities registered pursuant to the Registrant’s Registration Statement on Form F-3 (File No. 333-291011), initially filed with the Securities and Exchange Commission on October 22, 2025 and declared effective on December 1, 2025.