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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ATA Creativity Global (Name of Issuer) |
Common Shares, $0.01 par value per share (Title of Class of Securities) |
00211V106 (CUSIP Number) |
XUE Fenglan
Vistra Corporate Services Centre, Wickhams Cay II, Road Town
Tortola, D8, VG1110
86-17727478799
Vistra Corporate Services Centre, Wickhams Cay II, Road Town
Tortola, D8, VG1110
86-17727478799
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
01/28/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 00211V106 |
| 1 |
Name of reporting person
Empire Fortune Management Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,559,434.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, $0.01 par value per share |
| (b) | Name of Issuer:
ATA Creativity Global |
| (c) | Address of Issuer's Principal Executive Offices:
RM. 507, BLDG. 3, BINHUZHUOYUECHENG, WENHUAKECHUANGYUAN, HUAYUAN BLVD. 365, BAOHE, HEFEI, ANHUI,
CHINA
, 230051. |
| Item 2. | Identity and Background |
| (a) | Empire Fortune Management Limited |
| (b) | Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands |
| (c) | Investment Holding |
| (d) | No |
| (e) | No |
| (f) | VIRGIN ISLANDS, BRITISH |
| Item 3. | Source and Amount of Funds or Other Consideration |
Source of Funds is from banks and the Amount of Funds is USD3423773.6 | |
| Item 4. | Purpose of Transaction |
The purpose of transaction is for investment in the medium to long term depending on the market situations post transaction, subject to other factors like market volatility and liquidity requirements. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Empire Fortune Management Limited holds 8559434 Common Shares, $0.01 par value per share, which is 11.47% of the Class of Securities. XUE Fenglan is the sole beneficiary owner of Empire Fortune Management Limited. |
| (b) | Empire Fortune Management Limited: 8559434 |
| (c) | On November 17, 2025, the Issuer entered into a subscription agreement (the "Subscription Agreement") with three purchasers for a registered direct offering of 11,067,547 of its ADSs at the price of $0.8 per ADS (equivalent to $0.4 per Common Share) (the "Registered Direct Offering"). Empire Fortune Management Limited subscribed 8559434 of these Common Shares offered. |
| (d) | XUE Fenglan is the sole beneficiary owner of Empire Fortune Management Limited. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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