ATA Creativity Global (AACG) sells subsidiaries for RMB 1 and revises 2025 pro forma loss
Rhea-AI Filing Summary
ATA Creativity Global completed the sale of certain operating subsidiaries and related business assets on June 30, 2026 for nominal cash consideration of RMB 1 and is presenting unaudited pro forma 2025 financials reflecting this change.
The pro forma balance sheet as of December 31, 2025 shows total assets of RMB 406,747,597 versus historical RMB 408,297,995 and total liabilities of RMB 372,360,806 versus RMB 376,315,135, as operating assets and liabilities of the disposed subsidiaries are eliminated. Only corporate-level assets and liabilities remain consolidated.
For 2025, historical net loss of RMB 48,047,523 improves to a pro forma net loss of RMB 42,922,082 after removing revenues, costs and operating expenses attributable to the disposed subsidiaries and recognizing minor interest and foreign exchange adjustments. The company plans to continue as a parent corporate entity with an adjusted operational scope aligned to the remaining assets and liabilities.
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Insights
ATA Creativity Global sells subsidiaries for RMB 1 and modestly narrows its 2025 pro forma loss.
ATA Creativity Global completed a Disposition of certain operating subsidiaries and related assets to an unrelated buyer for nominal consideration of RMB 1. Post-transaction, only corporate-level assets and liabilities are retained in consolidation, and the company continues as a holding entity with adjusted operations.
The unaudited pro forma balance sheet as of December 31, 2025 shows total assets of RMB 406,747,597 and total liabilities of RMB 372,360,806 after eliminating the disposed units’ operating balances. Pro forma shareholders’ equity is RMB 34,386,790, slightly higher than the historical RMB 31,982,860.
On the income statement, 2025 pro forma net loss attributable to ACG improves from RMB 48,047,494 historically to RMB 42,922,053, mainly from lower sales and marketing and general and administrative expenses and changes in provisions. This indicates a somewhat leaner cost base, though the business remains loss-making, and the figures are illustrative rather than predictive.
Key Figures
Key Terms
unaudited pro forma consolidated financial statements financial
Disposition financial
nominal consideration financial
non-redeemable non-controlling interests financial
Regulation S-X Article 11 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
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 ¨
On June 30, 2026, ATA Creativity Global (the “Company”) completed its previously announced sale of Company’s direct and indirect subsidiaries (the “Disposition”), consisting of (i) ATA Testing Authority (Holdings) Limited (“ATA BVI”), together with all of its subsidiaries and variable interest entity, and (ii) a 69.0417% equity interest in Beijing Huanqiuyimeng Education Consultation Corp. “Huanqiuyimeng”) together with all its subsidiaries, held by ACG International Group Limited (“ACGIGL”), a wholly owned subsidiary of the Company. The Disposition was made pursuant to a share purchase agreement dated May 6, 2026, (the “Disposition Agreement”) by and among the Company, ACGIGL (together with the Company, the “Sellers”), ATA BVI, and Huanqiuyimeng (together with ATA BVI, the “Targets”), and Robox Holding Limited, a British Virgin Islands company with limited liability (the “Buyer”), where the Sellers sold all of their equity interests in the Targets to the Buyer in exchange for nominal cash consideration of RMB1 (the “Consideration”).
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Disposition Agreement, which was previously filed by the Company as Annex A to Exhibit 99.1 to the Company’s Current Report on Form 6-K filed on May 6, 2026 and is incorporated herein by reference.
The diagram below illustrates the corporate ownership structure of the Company immediately after the consummation of the Disposition:
The Company is filing this Current Report on Form 6-K to provide the unaudited pro forma financial statements of the Company for the year ended December 31, 2025, giving effect to the Disposition.
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma financial statements for the year ended December 31, 2025 |
3
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.
| ATA Creativity Global | ||
| By: | /s/ Ruobai Sima | |
| Name: | Ruobai Sima | |
| Title: | Chief Financial Officer | |
Date: July 2, 2026
4
Exhibit 99.1
ATA CREATIVITY GLOBAL
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The pro forma consolidated balance sheet of ATA Creativity Global (the “Company”, “we”, “us” or “our”) as of December 31, 2025 has been prepared to give effect to the disposition of certain operating subsidiaries and related business assets of the Company (the “Disposition”), as if the Disposition had been consummated on December 31, 2025. The pro forma consolidated statements of operations for the year ended December 31, 2025 have been prepared as if the Disposition had occurred on January 1, 2025.
The Company’s latest publicly filed consolidated balance sheet is as of December 31, 2025. No interim financial statements have been filed with the SEC subsequent to such date. Accordingly, the pro forma financial information is prepared based on the latest filed annual financial statements in compliance with SEC Financial Reporting Manual Topic 3220.1.
The Disposition represents the sale of certain operating subsidiaries and related business assets of the Company to an unrelated third party for nominal consideration of RMB 1. Following the Disposition, the Company will continue to maintain its corporate legal status and existing corporate governance structure, with adjusted operational arrangements aligned with the post-transaction asset and liability scale.
All pro forma adjustments are based on the definitive disposition agreement and management’s reasonable assumptions consistent with Regulation S-X Article 11. All adjustments necessary to fairly present the pro forma effects of the Disposition have been included.
This pro forma information is presented for illustrative purposes only. It does not purport to reflect the actual financial results that would have occurred had the transaction closed on the assumed dates, nor is it indicative of future operating results or financial condition. The actual accounting effects upon final closing may differ from these pro forma estimates.
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and assumptions. Actual future results may differ materially. The Company undertakes no obligation to update any forward-looking statements.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2025
(In Renminbi (RMB Yuan))
See accompanying notes to the unaudited pro forma consolidated financial statements.
| Description | Historical | Pro Forma Adjustments | Note | Pro Forma | Pro Forma | ||||||
| RMB | USD | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | 85,236,288 | 83,880,681 | 2(b) | 1,355,607 | 193,849 | ||||||
| Accounts receivable, net | 298,377 | 298,377 | 2(a) | - | - | ||||||
| Prepaid expenses and other current assets | 25,832,459 | 25,793,824 | 2(a) | 38,635 | 5,525 | ||||||
| Total current assets | 111,367,124 | 109,972,882 | 2(a) | 1,394,242 | 199,374 | ||||||
| Property and equipment, net | 32,139,682 | 32,139,682 | - | - | |||||||
| Intangible assets, net | 32,482,513 | 32,482,513 | - | - | |||||||
| Goodwill | 162,380,773 | 162,380,773 | - | - | |||||||
| Other non-current assets | 39,288,983 | 39,257,316 | 2(a) | 31,667 | 4,528 | ||||||
| Right-of-use assets | 30,638,920 | 30,514,430 | 2(a) | 124,490 | 17,802 | ||||||
| Total assets | 408,297,995 | 406,747,597 | 2(a) | 1,550,398 | 221,704 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accrued expenses and Other Payables | 56,493,791 | 52,539,462 | 2(a) | 3,954,329 | 565,461 | ||||||
| Short-term loan | 1,000,000 | 1,000,000 | 2(a) | - | - | ||||||
| Lease liabilities-current | 15,303,799 | 15,303,799 | 2(a) | - | - | ||||||
| Deferred revenues | 271,781,907 | 271,781,907 | 2(a) | - | - | ||||||
| Total current liabilities | 344,579,497 | 340,625,168 | 2(a) | 3,954,329 | 565,461 | ||||||
| Other non-current liabilities | 14,617,119 | 14,617,119 | 2(a) | - | - | ||||||
| Long term loans | 15,031,900 | 15,031,900 | 2(a) | - | - | ||||||
| Deferred income tax liabilities | 2,086,619 | 2,086,619 | 2(a) | - | - | ||||||
| Total liabilities | 376,315,135 | 372,360,806 | 2(a) | 3,954,329 | 565,461 | ||||||
| Shareholders’ equity: | |||||||||||
| Common shares | 4,780,117 | - | 4,780,117 | 683,548 | |||||||
| Treasury shares | (8,201,046 | ) | - | (8,201,046 | ) | (1,172,734 | ) | ||||
| Additional paid-in capital | 548,769,331 | 140,164,326 | 408,605,005 | 58,429,739 | |||||||
| Accumulated other comprehensive loss | (37,446,814 | ) | 38,207,395 | (75,654,209 | ) | (10,818,408 | ) | ||||
| Retained earnings (accumulated deficit) | (475,854,443 | ) | (143,920,646 | ) | (331,933,797 | ) | (47,465,902 | ) | |||
| Total shareholders’ equity attributable to ATA Inc. | 32,047,145 | 34,451,075 | (2,403,930 | ) | (343,757 | ) | |||||
| Non-redeemable non-controlling interests | (64,285 | ) | (64,285 | ) | - | - | |||||
| Total shareholders’ equity | 31,982,860 | 34,386,790 | (2,403,930 | ) | (343,757 | ) | |||||
| Total liabilities, mezzanine equity and shareholders’ equity | 408,297,995 | 406,747,597 | 1,550,398 | 221,704 |
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
(In Renminbi (RMB Yuan))
| Historical | Pro Forma Adjustments | Note | Pro Forma | Pro Forma | |||||||
| RMB | USD | ||||||||||
| Net revenues | 268,112,876 | 268,112,876 | 2(c) | - | - | ||||||
| Cost of revenues | 137,801,526 | 137,801,526 | 2(c) | - | - | ||||||
| Gross profit (loss) | 130,311,350 | 130,311,350 | 2(c) | - | - | ||||||
| Operating expenses: | |||||||||||
| Research and development | 3,071,659 | 3,023,806 | 2(c) | 47,853 | 6,843 | ||||||
| Sales and marketing | 82,631,826 | 81,996,763 | 2(c) | 635,063 | 90,813 | ||||||
| General and administrative | 78,767,406 | 71,832,542 | 2(c) | 6,934,864 | 991,672 | ||||||
| Goodwill impairment | 33,908,719 | 33,908,719 | 2(c) | - | - | ||||||
| Provision for loan receivable and other receivables | (3,781,662 | ) | (1,296,313 | ) | 2(c) | (2,485,349 | ) | (355,400 | ) | ||
| Total operating expenses | 194,597,948 | 189,465,517 | 2(c) | 5,132,431 | 733,928 | ||||||
| Other operating income, net | 175,898 | 175,898 | 2(c) | - | - | ||||||
| Loss from operations | (64,110,700 | ) | (58,978,269 | ) | 2(c) | (5,132,431 | ) | (733,928 | ) | ||
| Other income (loss): | |||||||||||
| Investments loss | 11,880,702 | 11,880,702 | 2(c) | - | - | ||||||
| Interest income, net of interest expenses | 623,673 | 597,832 | 2(c) | 25,841 | 3,695 | ||||||
| Foreign currency exchange gains (losses), net | (19,401 | ) | (550 | ) | 2(c) | (18,851 | ) | (2,696 | ) | ||
| Income (Loss) before income taxes | (51,625,726 | ) | (46,500,285 | ) | 2(c) | (5,125,441 | ) | (732,928 | ) | ||
| Income tax expense (benefit) | (3,578,203 | ) | (3,578,203 | ) | 2(c) | - | - | ||||
| Net income (loss) | (48,047,523 | ) | (42,922,082 | ) | 2(c) | (5,125,441 | ) | (732,928 | ) | ||
| Net loss attributable to non-redeemable non-controlling interests | (29 | ) | (29 | ) | 2(c) | - | - | ||||
| Net loss attributable to ACG | (48,047,494 | ) | (42,922,053 | ) | 2(c) | (5,125,441 | ) | (732,928 | ) |
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Basis of Presentation and Transaction Overview
The unaudited pro forma consolidated financial statements are derived from the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025, which represent the latest financial statements filed with the SEC. No interim financial statements have been filed subsequent to December 31, 2025. The pro forma balance sheet gives effect to the disposition of certain operating subsidiaries and related business assets and liabilities, as if the transaction closed on December 31, 2025. The pro forma statement of operations gives effect to the transaction as if the disposition occurred on January 1, 2025.
The Company completed the disposal of certain operating subsidiaries and related operating assets and liabilities for nominal consideration of RMB 1. Following the closing of the transaction, the Company maintains its parent corporate entity and normal corporate management arrangements, with adjusted operational scope corresponding to the remaining retained assets and liabilities.
Note 2 — Pro Forma Adjustments Explanation
(a) Elimination of operating assets and operating liabilities related to the disposed subsidiaries
All tangible assets, intangible assets, operating receivables, operating payables, operating lease obligations and other business-related balances held by the disposed operating subsidiaries are fully eliminated, as such subsidiaries will no longer be included in the Company’s consolidated financial statements following the completion of the Disposition. Only corporate-level assets and corporate-level liabilities held by the parent entity are retained.
(b) Recognition of nominal cash proceeds
Adjustment reflects the minimal cash consideration received at closing, being RMB 1 in total, added to corporate cash balances.
(c) Elimination of revenue and operating expenses attributable to the disposed subsidiaries
All operating revenue, direct operating costs, sales expenses and other operational administrative expenses generated by the disposed subsidiaries are fully eliminated for the full-year period presented, to reflect the exclusion of such subsidiaries from the consolidated operating results after the transaction.
Note 3 — Post-Transaction Company Profile
After completion of the Disposition, the Company will adjust its daily operational arrangements in accordance with the remaining retained assets, liabilities and corporate management needs, and continue to perform relevant corporate compliance and information disclosure obligations in accordance with applicable regulatory requirements.