ATA Creativity Global Announces Entry into Agreement for Registered Direct Offering of Its ADSs

Rhea-AI Summary

ATA Creativity Global (Nasdaq:AACG) entered a subscription agreement on November 17, 2025 for a registered direct offering of 11,067,547 ADSs at $0.80 per ADS (each ADS = 2 common shares), producing estimated gross proceeds of approximately $8.85 million before expenses.

The offering is made under the company's effective Form F-3 registration statement (File No. 333-278921); a prospectus supplement will be filed and closing is subject to customary conditions. Net proceeds are intended for general working capital, subject to board approval.

Three purchasers and chairman/CEO Xiaofeng Ma with affiliated entities agreed to lock-ups restricting transfers of shares/ADSs until April 30, 2026, effective at closing.

Positive

• Registered direct offering of 11,067,547 ADSs
• Estimated gross proceeds of $8.85 million
• Chairman/CEO participation with lock-up may signal support

Negative

• Issuance dilutes existing shareholders by issuing 22,135,094 common shares equivalent
• Proceeds earmarked for general working capital, not specific growth projects

BEIJING, CN / ACCESS Newswire / November 18, 2025 / ATA Creativity Global ("ACG" or the "Company") (Nasdaq:AACG), an international educational services company focused on providing quality learning experiences that cultivate and enhance students' creativity, today announced that, on November 17, 2025, it entered into a subscription agreement (the "Subscription Agreement", which is attached hereto as Exhibit 99.1) with three purchasers (the "Purchasers") for a registered direct offering of 11,067,547 of its American Depositary Shares ("ADSs"), each ADS representing two common shares of the Company with a par value of US$0.01 per share (the "Common Shares") at the price of $0.8 per ADS (equivalent to $0.4 per Common Share) (the "Registered Direct Offering"). The gross proceeds to the Company from the Registered Direct Offering are estimated to be approximately $8.85 million before deducting any estimated offering expenses payable by the Company. The closing of the Registered Direct Offering is subject to certain customary closing conditions stipulated in the Subscription Agreement.

These Securities are being offered through a prospectus supplement and a base prospectus pursuant to the Company's effective shelf registration statement on Form F-3 (File No. 333-278921), filed with the Securities and Exchange Commission (the "SEC") on April 25, 2024, and declared effective on May 9, 2024 (the "Registration Statement"). A prospectus supplement related to the Registered Direct Offering will be filed with the SEC.

In relation to the Registered Direct Offering, each of the Purchasers and Mr. Xiaofeng Ma, the chairman and CEO of the Company, together with its affiliated entities, namely Able Knight Development Limited and Joingear Limited, entered into a lock-up agreement (the "Lock-Up Agreement", the substantial form of which is attached hereto as Exhibit 99.2) with the Company, pursuant to which, each of them have 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 Company beneficially owned, held or hereafter acquired by him or it, subject to customary exceptions. The Lock-Up Agreements will come into effect upon the closing of the Registered Direct Offering.

Subject to the approval by the board of directors of the Company, the net proceeds from the Registered Direct Offering will be used for the general working capital of the Company.

This Report on Form 6-K is incorporated by reference into the Company's Registration Statement to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

About ATA Creativity Global

ATA Creativity Global is an international educational services company focused on providing quality learning experiences that cultivate and enhance students' creativity. ATA Creativity Global offers a wide range of education services consisting primarily of portfolio training, research-based learning services, overseas study counselling and other educational services through its training center network. For more information, please visit ACG's website at www.atai.net.cn.

Cautionary Note Regarding Forward-looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terms such as "will," "should," "could," "expect," "anticipate," "aim," "future," "intend," "plan," "believe," "estimate," "forecast," "outlook," "likely to" and similar statements. ACG may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about ACG's beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, further information regarding which is included in the Company's filings with the SEC. These forward-looking statements are subject to a number of risks and uncertainties, which could cause the actual results to differ materially from those indicated in these forward-looking statements. For example in this report, we are using forward-looking statements when we are discussing the entry into the agreements in relation to the Registered Direct Offering which is subject to closing conditions and there can be no assurance that the closing of the Registered Direct Offering will occur. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this report. All information provided in this report is as of the date of this report, and ACG undertakes no duty to update such information to reflect events or circumstances that arise after the date hereof, except as required under applicable law.

For more information on our company, please contact the following individuals:

At the Company
ATA Creativity Global
Ruobai Sima, Chief Financial Officer
+86 10 6518 1133 x5518
simaruobai@acgedu.cn

Investor Relations
The Equity Group Inc.
Lena Cati, Senior Vice President
212-836-9611
lcati@theequitygroup.com

Alice Zhang, Associate
212-836-9610
azhang@theequitygroup.com

SOURCE: ATA Creativity Global

View the original press release on ACCESS Newswire

FAQ

How many ADSs is AACG offering in the registered direct offering dated November 17, 2025?

AACG is offering 11,067,547 ADSs in the registered direct offering.

What price per ADS and gross proceeds does AACG expect from the offering (AACG)?

The offering price is $0.80 per ADS, with estimated gross proceeds of approximately $8.85 million.

How many common shares does each AACG ADS represent and total common-share equivalent issued?

Each ADS represents 2 common shares, equal to 22,135,094 common shares on issuance.

What are the lock-up terms tied to the AACG registered direct offering and when do they end?

Purchasers and chairman/CEO agreed not to transfer shares/ADSs from closing until April 30, 2026, subject to customary exceptions.

How will AACG use the net proceeds from the registered direct offering?

Subject to board approval, net proceeds are expected to be used for general working capital.

Is the AACG offering already closed and where can investors find the prospectus?

Closing is subject to customary conditions; a prospectus supplement will be filed with the SEC under the company's effective Form F-3 registration statement.