Ma group stake in ATA Creativity (AACG) now 29.2% after ADS issue

Rhea-AI Filing Summary

ATA Creativity Global’s major shareholder group led by Xiaofeng Ma filed Amendment No. 10 to update their ownership after a new share issuance.

Ma and affiliated entities now beneficially own 25,160,508 Common Shares, representing 29.2% of ATA Creativity Global’s outstanding Common Shares, based on 86,102,136 shares outstanding as of January 28, 2026. This reflects dilution from the company’s January 28, 2026 issuance of 11,067,547 American Depositary Shares, each representing two Common Shares.

The stake includes 1,734,446 Common Shares held directly by Xiaofeng Ma, 4,998,988 Common Shares held by Able Knight Development Limited (ultimately for a Ma family trust structure), and 18,427,074 Common Shares held by Joingear Limited, a British Virgin Islands company wholly owned by Ma.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

01/28/2026

(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:

7	Sole Voting Power 1,734,446.00
8	Shared Voting Power 23,426,062.00
9	Sole Dispositive Power 1,734,446.00
10	Shared Dispositive Power 23,426,062.00

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)

29.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The value in rows 7 and 9 represents 1,734,446 Common Shares held by Xiaofeng Ma. (2) The value in rows 8 and 10 represents (i) 4,998,988 Common Shares held by Able Knight Development Limited, and (ii) 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. (3) Percent of class represented by amount in row (11) is calculated based on 86,102,136 outstanding Common Shares as of January 28, 2026 as notified by the Issuer.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,998,988.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,998,988.00

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)

5.8 %

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 86,102,136 outstanding Common Shares as of January 28, 2026 as notified by the Issuer.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,998,988.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,998,988.00

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)

5.8 %

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 86,102,136 outstanding Common Shares as of January 28, 2026 as notified by the Issuer.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,998,988.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,998,988.00

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)

5.8 %

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 86,102,136 outstanding Common Shares as of January 28, 2026 as notified by the Issuer.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,427,074.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,427,074.00

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)

21.4 %

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 86,102,136 outstanding Common Shares as of January 28, 2026 as notified by the Issuer.

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. 10 ("Amendment No. 10") 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, Amendment No. 8 and Amendment No. 9 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, May 21, 2020 and November 19, 2025, respectively (as amended, the "Schedule 13D") by the Reporting Persons with respect to the Common Shares issued by the Issuer. Except as specifically provided herein, this Amendment No. 10 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. As previously reported by the Issuer on a current report on Form 6-K furnished on January 28, 2026, the Issuer issued 11,067,547 American Depositary Shares (each representing two Common Shares of the Company) to certain purchasers on January 28, 2026. As a result, the holdings of the Reporting Persons were accordingly diluted, leading to the diminished beneficial ownership in the Issuer that the Reporting Persons are reporting in this Amendment No. 10.
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 86,102,136 outstanding Common Shares as of January 28, 2026 as notified by the Issuer.

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.

Ma Kevin Xiaofeng

Signature:	/s/Xiaofeng Ma
Name/Title:	Xiaofeng Ma
Date:	01/30/2026

Able Knight Development Limited

Signature:	/s/Xiaofeng Ma
Name/Title:	Xiaofeng Ma / Director
Date:	01/30/2026

Precious Time Holdings Limited

Signature:	/s/ Authorized Signatory(ies) of Lion International Management Limited
Name/Title:	Authorized Signatory(ies) of Lion International Management Limited as director of Precious Time Holdings Limited
Date:	01/30/2026

Ma Family Trust

Signature:	/s/Authorized Signatory(ies) of HSBC International Trustee Limited
Name/Title:	Authorized Signatory(ies) of HSBC International Trustee Limited as trustee of the Ma Family Trust
Date:	01/30/2026

Joingear Limited

Signature:	/s/ Xiaofeng Ma
Name/Title:	Xiaofeng Ma / Director
Date:	01/30/2026

FAQ

What does ATA Creativity Global (AACG) Amendment No. 10 report?

Amendment No. 10 updates the reported beneficial ownership of ATA Creativity Global by Xiaofeng Ma and affiliated entities. It reflects changes after the company issued new American Depositary Shares on January 28, 2026, which diluted their percentage interest in the outstanding Common Shares.

How many ATA Creativity Global (AACG) shares does Xiaofeng Ma now beneficially own?

Xiaofeng Ma and related entities now beneficially own 25,160,508 Common Shares of ATA Creativity Global. This total includes shares held directly by Ma and shares held through Able Knight Development Limited and Joingear Limited, as detailed in the amended beneficial ownership statement.

What percentage of ATA Creativity Global (AACG) does the Ma group hold after dilution?

Following the company’s latest share issuance, the Ma group’s beneficial ownership stands at 29.2% of ATA Creativity Global’s outstanding Common Shares. This percentage is calculated using 86,102,136 outstanding Common Shares as of January 28, 2026, as notified by the issuer.

How did ATA Creativity Global’s (AACG) ADS issuance affect Ma’s ownership?

ATA Creativity Global issued 11,067,547 American Depositary Shares on January 28, 2026, each representing two Common Shares. This increased the total outstanding Common Shares, diluting the Ma group’s percentage ownership even though their absolute share count remained as reported in the amendment.

How is Xiaofeng Ma’s ATA Creativity Global (AACG) stake structured?

Xiaofeng Ma holds 1,734,446 Common Shares directly, 4,998,988 Common Shares through Able Knight Development Limited, and 18,427,074 Common Shares through Joingear Limited. Able Knight is ultimately owned via a Ma family trust, while Joingear is wholly owned by Ma himself.

What role does the Ma Family Trust play in ATA Creativity Global (AACG) ownership?

The Ma Family Trust is an irrevocable trust under Cayman Islands law, with Xiaofeng Ma as settlor and certain family members as beneficiaries. Through entities including Precious Time Holdings Limited and Able Knight Development Limited, it has shared voting and dispositive power over 4,998,988 ATA Creativity Global Common Shares.