United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month
of August 2025
Commission File Number: 001-33910
ATA Creativity Global
c/o Rm. 507,
Bldg. 3, BinhuZhuoyueCheng,
WenhuaKechuangYuan, Huayuan Blvd. 365,
Baohe, Hefei, Anhui 230051, China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Explanatory Note
On August 1,
2025, the registrant furnished with the Securities and Exchange Commission a report on Form 6-K (the “Original Report”)
to announce that the registrant entered into a non-binding term sheet with Baby BTC Strategic Capital Limited, pursuant to which, the
registrant will issue to Baby BTC Strategic Capital Limited (i) common shares of the registrant at certain per share purchase price,
and a warrant to purchase common shares of the registrant at certain per share exercise price. However, the Original Report did not specify
the equivalent purchase price and exercise price per American Depositary Share of the registrant, each of which represents two common
shares of the registrant. The registrant is furnishing this amended Report on Form 6-K/A to supplement and clarify such equivalent
purchase price and exercise price per American Depositary Share of the registrant.
This amended Report
on Form 6-K/A does not reflect events occurring after the filing of the Original Report, and does not update disclosures contained
in the Original Report or modify or amend the Original Report except as specifically described in this Explanatory Note.
This amended Report
on Form 6-K/A is incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-278921),
filed with the Securities and Exchange Commission on April 25, 2024, to be a part thereof from the date on which this amended Report
is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
ATA Creativity Global Entered into a Non-Binding Term Sheet with
Baby BTC Strategic Capital Limited
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 August 1 2025, it entered into
a non-binding term sheet (the “Term Sheet”) with Baby BTC Strategic Capital Limited (“Baby Capital”) pursuant
to which, the Company will (1) issue up to 68,728,522 common shares (the “Common Shares”), with a par value US$0.01 per
share, to Baby Capital at the per share purchase price equivalent to US$0.8730 per American Depositary Share, each of which represents
two Common Shares (i.e., the per share purchase price of US$0.4365 per Common Share), for an aggregate purchase price of up to US$30,000,000
(the “Share Issuance”); and (2) at the closing of the Share Issuance, issue a warrant with 2-year term, pursuant to which
Baby Capital shall have the right to purchase certain number of Common Shares at the per share exercise price equivalent to US$1.7460
per American Depositary Share (i.e., US$0.8730 per Common Share), for an aggregate exercise price of up to US$70,000,000. The Company
and Baby Capital agree to negotiate in good faith and enter into a definitive share purchase agreement within two months after the date
of the Term Sheet. Upon the completion of the Share Issuance, Baby Capital is expected to obtain control of the Company, and it will have
the right to appoint and designate three new directors to the board of directors of the Company.
Subject to the approval by the board of directors
of the Company, the proceeds from the above transaction will be mainly used to purchase BABY Token in the market, while the remainder
will be used to purchase Bitcoin and collaborate with Babylon Foundation on Bitcoin staking, which aims to deploy new Bitcoin into ecological
applications like Decentralized Finance.
The transactions contemplated under the Term Sheet
is subject to the negotiation and execution of a definitive share purchase agreement. There can be no assurance that the definitive share
purchase agreement will be entered into, nor that the potential transactions contemplated hereunder will be consummated on the terms set
forth in the Term Sheet, nor that the cooperation with Babylon will produce any expected outcome, or at all.
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. For example in this report, we are using forward-looking statements when we are discussing the entry into the Term Sheet, the
potential sale of Common Shares and our intention to cooperate with Babylon and expand the Company’s business to web 3.0
field and Bitcoin ecosystem. 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. There can be no assurance that the definitive
share purchase agreement will be entered into, nor that the potential transactions contemplated hereunder will be consummated on the terms
set forth in the Term Sheet, nor that the cooperation with Babylon will produce any expected outcome, or at all. 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.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ATA Creativity Global |
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By: |
/s/ Ruobai Sima |
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Name: |
Ruobai Sima |
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Title: |
Chief Financial Officer |
Date: August 4, 2025
