ATA Creativity Global (NASDAQ: AACG) OKs asset divestiture, private placement and plan changes
Rhea-AI Filing Summary
ATA Creativity Global reported that shareholders approved all proposals at its 2026 extraordinary general meeting. Holders of 82,170,090 out of 87,001,860 common shares voted, representing 94.4% of shares outstanding, so quorum requirements were easily met.
Shareholders approved the disposition of ATA Testing Authority (Holdings) Limited and its subsidiaries and variable interest entity, along with the Company’s 69.0417% equity interest in Beijing Huanqiuyimeng Education Consultation Corp. They also approved a private placement with an unaffiliated investor, the re-election of two Class C directors, and ratification of the third amended and restated 2008 Employee Share Incentive Plan.
Positive
- None.
Negative
- None.
Insights
Shareholders backed a business divestiture, new capital raise, and governance items.
The meeting delivered strong shareholder support, with 94.4% of outstanding shares voting. Proposals covered both strategic and governance topics: selling the testing and related education assets, approving a private placement, re-electing directors, and updating the employee share incentive plan.
The divestiture of ATA Testing Authority (Holdings) Limited and the 69.0417% stake in Beijing Huanqiuyimeng Education Consultation Corp. indicates a shift away from these operations. The private placement with an unaffiliated investor adds equity capital, while the refreshed incentive plan and director re-elections help maintain continuity in management and employee alignment. Overall impact will depend on transaction terms and how proceeds are ultimately deployed.
Key Figures
Key Terms
extraordinary general meeting financial
private placement financial
subscription agreement financial
variable interest entity financial
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 June 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 ¨
Submission of Matters to a Vote of Security Holders.
ATA Creativity Global (the “Company”) held an virtual-only extraordinary general meeting of shareholders (the “Meeting”) on June 5, 2026 at 2:00 P.M. Beijing Time. Shareholders of the Company voted by proxy or at the meeting.
Holders of 82,170,090 out of a total of 87,001,860 common shares, par value US$0.01 each (the “Common Shares”) issued and outstanding, approximately 53,135,992 of which were represented by American Depositary Shares (“ADSs”, with each ADS representing two common shares), voted at the EGM in person or by proxy, accounting for 94.4% of total outstanding shares voted. As a result, more than two shareholders entitled to vote and present in person, or (in the case of a common shareholder being a corporation) by its duly authorized representative, or by proxy that represent not less than one-third in nominal value of our total issued voting shares were presented in person or by proxy, and a quorum was therefore present for the transaction of business at the Meeting. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
| 1. | To approve, as an ordinary resolution, the sale of Company’s direct and indirect subsidiaries, 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 of its subsidiaries, held by ACG International Group Limited (“ACGIGL”), a wholly owned subsidiary of the Company, pursuant to a share purchase agreement dated May 6, 2026, 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”), (the “Disposition Agreement”, and the transaction contemplated therein, the “Disposition”), where the Sellers will sell all of their equity interests in the Targets to the Buyer in exchange for nominal cash consideration of RMB1 (the “Consideration”) (the “Disposition Proposal”) |
| For | Against | Abstain | ||||||||
| 82,026,658 | 139,280 | 4,152 | ||||||||
Accordingly, the Disposition Proposal has been approved.
| 2. | To approve, as an ordinary resolution, the consummation of a private placement transaction between the Company and a certain investor, as contemplated by a certain subscription agreement (the “Subscription Agreement”, the transaction contemplated therein, the “PIPE”) dated May 6, 2026, pursuant to which the Company will issue and sell an aggregate of 45,306,792 common shares of the Company, par value US$0.01 per share, at the per share price of US$0.46667 per share, for aggregate gross proceeds to the Company of US$21,145,961(the “PIPE Proposal”). |
| For | Against | Abstain | ||||||||
| 81,870,642 | 295,268 | 4,180 | ||||||||
Accordingly, the PIPE Proposal has been approved.
| 3. |
(A) to approve, as an ordinary resolution, the re-election of Haoyu Wang to serve as class C director of the Company; and (B) to approve, as an ordinary resolution, the re-election of Zhiping Feng to serve as class C director of the Company ((A) and (B) together the “Re-Election of Directors” or the “Re-Election of Directors Proposal”) |
| For | Against | Abstain | |||||||||
| 3(A) | 82,146,244 | 23,602 | 244 | ||||||||
| 3(B) | 82,146,244 | 23,602 | 244 | ||||||||
Accordingly, the Re-Election of Directors Proposal has been approved.
| 4. | To ratify, as an ordinary resolution, the adoption of the Company’s third amended and restated 2008 Employee Share Incentive Plan, as approved by the Board of Directors on April 8, 2026 (the “Incentive Plan” or the “Incentive Plan Proposal”) |
| For | Against | Abstain | ||||||||
| 82,007,794 | 146,122 | 16,174 | ||||||||
Accordingly, the Incentive Plan Proposal has been approved.
On June 5, 2026, the Company issued a press release announcing the results of this Meeting. A copy of the press release is attached hereto as Exhibit 99.1.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release Dated June 5, 2026 |
2
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: June 5, 2026
3
Exhibit 99.1
ACG Announces Results of Extraordinary General Meeting of Shareholders
Beijing, China, June 5, 2026 — 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 its 2026 Extraordinary General Meeting of Shareholders (“EGM”) was held on Friday, June 5, 2026.
All of the proposals submitted to shareholders at the EGM were approved. Specifically, shareholders approved:
| 1. | Disposition of the ATA Testing Authority (Holdings) Limited, together with all of its subsidiaries and variable interest entity, and the 69.0417% equity interest in Beijing Huanqiuyimeng Education Consultation Corp., together with all of its subsidiaries; | |
| 2. | Consummation of a private placement transaction between the Company and a certain unaffiliated investor, as contemplated by a certain subscription agreement dated May 6, 2026; | |
| 3. | Re-election of each of Haoyu Wang and Zhiping Feng to serve as class C directors of the Company; and | |
| 4. | Ratification of the adoption of the Company’s third amended and restated 2008 Employee Share Incentive Plan. |
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.
For more information on our company, please contact the following individuals:
| At the Company | Investor Relations |
| ATA Creativity Global | The Equity Group Inc. |
| Ruobai Sima, CFO | Lena Cati, Senior Vice President |
| +86 10 6518 1133 x 5518 | 212-836-9611 |
| simaruobai@acgedu.cn | lcati@theequitygroup.com |
| Alice Zhang, Associate | |
| 212-836-9610 | |
| azhang@equityny.com |