SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on November 19, 2025
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
ATA Creativity Global (Name of Issuer) |
Common Shares, $0.01 par value per share (Title of Class of Securities) |
00211V106 (CUSIP Number) |
Xiaofeng Ma c/o 1/F East Gate, Bldg No. 2, Jian Wai, Soho, No. 39 Dong San Huan Zhong Rd Chao Yang Dist, Beijing, F4, 100022 86-10-6518-1122-5518 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (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
|
| CUSIP No. | 00211V106 |
| 1 |
Name of reporting person
Ma Kevin Xiaofeng | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,160,508.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The value in rows 8, 10 and 11 represents (i) 1,734,446 Common Shares held by Xiaofeng Ma, (ii) 4,998,988 Common Shares held by Able Knight Development Limited, and (iii) 18,427,074 Common Shares held by Joingear Limited. Able Knight Development Limited is a British Virgin Islands company wholly owned by Precious Time Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of an irrevocable trust constituted under the laws of the Cayman Islands with Xiaofeng Ma as the settlor and certain family members of Xiaofeng Ma as the beneficiaries. Joingear Limited is a British Virgin Islands company wholly owned by Xiaofeng Ma.
(2) Percent of class represented by amount in row (11) is calculated based on 63,544,922 outstanding Common Shares as of November 17, 2025 as disclosed in the Issuer's Prospectus Supplement filed with the Securities Exchange and Commission on November 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 00211V106 |
| 1 |
Name of reporting person
Able Knight Development Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,998,988.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The value in rows 8, 10 and 11 represents 4,998,988 Common Shares held by Able Knight Development Limited.
(2) Percent of class represented by amount in row (11) is calculated based on 63,544,922 outstanding Common Shares as of November 17, 2025 as disclosed in the Issuer's Prospectus Supplement filed with the Securities Exchange and Commission on November 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 00211V106 |
| 1 |
Name of reporting person
Precious Time Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,998,988.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The value in rows 8, 10 and 11 represents 4,998,988 Common Shares held by Able Knight Development Limited.
(2) Percent of class represented by amount in row (11) is calculated based on 63,544,922 outstanding Common Shares as of November 17, 2025 as disclosed in the Issuer's Prospectus Supplement filed with the Securities Exchange and Commission on November 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 00211V106 |
| 1 |
Name of reporting person
Ma Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,998,988.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The value in rows 8, 10 and 11 represents 4,998,988 Common Shares held by Able Knight Development Limited.
(2) Percent of class represented by amount in row (11) is calculated based on 63,544,922 outstanding Common Shares as of November 17, 2025 as disclosed in the Issuer's Prospectus Supplement filed with the Securities Exchange and Commission on November 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 00211V106 |
| 1 |
Name of reporting person
Joingear Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,427,074.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The value in rows 8, 10 and 11 represents 18,427,074 Common Shares held by Joingear Limited.
(2) Percent of class represented by amount in row (11) is calculated based on 63,544,922 outstanding Common Shares as of November 17, 2025 as disclosed in the Issuer's Prospectus Supplement filed with the Securities Exchange and Commission on November 19, 2025.
SCHEDULE 13D
|
| 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 1 Comment:
This Amendment No. 9 ("Amendment No. 9") amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on November 20, 2015, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 filed with the Commission on March 23, 2016, August 30, 2017, February 8, 2018, June 29, 2018, August 17, 2018, August 29, 2019, December 24, 2019 and May 21, 2020, respectively (as amended, the "Schedule 13D") by the Reporting Persons with respect to the Common Shares and ADSs issued by the Issuer. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D, unless otherwise defined herein. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated as follows:
(i) Xiaofeng Ma, a citizen of People's Republic of China;
(ii) Able Knight Development Limited, a British Virgin Islands company;
(iii) Precious Time Holdings Limited, a British Virgin Islands company;
(iv) Ma Family Trust, a Cayman Islands trust; and
(v) Joingear Limited, a British Virgin Islands.
Xiaofeng Ma is the sole director of Able Knight Development Limited and Joingear Limited and the settlor of Ma Family Trust, and Precious Time Holdings Limited is the wholly owned investment holding vehicle of Ma Family Trust. | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated as follows:
The business address of Xiaofeng Ma is c/o 1/F East Gate, Building No. 2, Jian Wai Soho, No. 39 Dong San Huan Zhong Road, Chao Yang District, Beijing 100022, China.
The business address of Able Knight Development Limited is Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands.
The business address of Precious Time Holdings Limited is Woodbourne Hall, P.O. Box 916, Road Town, Tortola, British Virgin Islands.
The business address of Ma Family Trust is 10 Marina Boulevard #48-01 Singapore 018983.
The business address of Joingear Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and restated as follows:
The principal business of Xiaofeng Ma is chairman of the board and chief executive officer of the Issuer.
The principal business of each of Able Knight Development Limited, Precious Time Holdings Limited, Ma Family Trust and Joingear Limited is holding equity interest in the Issuer. | |
| Item 4. | Purpose of Transaction | |
Item 4(a) of the Schedule 13D is hereby amended and supplemented by adding the following:
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").
In connection with the Registered Direct Offering, on November 17, 2025, Xiaofeng Ma, Able Knight Development Limited and Joingear Limited entered into a lock-up agreement (the "Lock-Up Agreement") with the Issuer. Pursuant to the Lock-Up Agreement, each of them has agreed that, from the closing date of the Registered Direct Offering until April 30, 2026, it shall not transfer any Common Shares, ADSs or other securities of the Issuer beneficially owned, held or hereafter acquired by him or it, subject to customary exceptions.
The forgoing description of the Lock-Up Agreement contained herein is qualified in its entirety by reference to the Lock-Up Agreement, copy of which is attached hereto as Exhibit 99.1 which is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
Calculation of the percentage of Common Shares beneficially owned by the Reporting Persons as noted on the cover pages of the Schedule 13D is based on 63,544,922 outstanding Common Shares as of November 17, 2025 as disclosed in the Issuer's Prospectus Supplement filed with the Commission on November 19, 2025. | |
| (b) | Item 5(b) of this Schedule 13D is hereby amended and restated as follows:
The aggregate number and percentage of the Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D, and are incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6(a) of this Schedule 13D is hereby amended and supplemented by adding the following:
The information contained in Item 4(a) of this Amendment No. 9 is hereby incorporated by reference in this Item 6(a). | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended by adding the following:
Exhibit 99.1 Lock-Up Agreement | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|