Ambow Education (AMBO) Prices 1.507M ADS Registered Direct Offering at $3.98/ADS

Ambow Education Holding Ltd. (NYSE: AMBO), a leading national provider of educational and career enhancement services in China, today announced that it has entered into definitive agreements with two institutional investors for the issuance of approximately 1,507,538 ADSs (representing 3,015,076 of Class A Ordinary Shares), at a purchase price of $3.98 per ADS, in a registered direct offering. Ambow has also agreed to issue to the investors unregistered warrants to purchase up to an aggregate amount of 603,016 ADSs (representing 1,206,032 Class A ordinary shares). The offering is expected to close on or about October 2, 2020, subject to satisfaction of customary closing conditions.

FT Global Capital, Inc. is acting as the exclusive placement agent for the offering.

The warrants will have a term of three years, be exercisable immediately and have an exercise price of $4.68 per ADS. The warrants have a mandatory forced conversion feature, such that if the VWAP of the ADS trades above $9.36 for 20 consecutive days, subject to customary equity conditions, the Company can force the warrants to be exercised.

The gross proceeds from the offering are expected to be approximately $6.0 million before deducting the placement agents' fees and other estimated offering expenses. The Company intends to use the net proceeds from the offering for working capital purposes.

The Company's Class A ordinary shares, Warrants and the Class A ordinary shares underlying the Warrants are being offered by Ambow in a registered direct offering pursuant to a "shelf" registration statement on Form F-3 (File No. 333- 231273) previously filed with the Securities and Exchange Commission (the "SEC") on May 8, 2019 and declared effective by the SEC on May 17, 2019. The Class A ordinary shares, Warrants and Class A ordinary shares underlying the Warrants may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

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