Empire Fortune builds 9.9% ATA Creativity Global (AACG) stake via direct offering

Rhea-AI Filing Summary

Empire Fortune Management Limited has filed an amended Schedule 13D reporting ownership of 8,559,434 common shares of ATA Creativity Global, representing 9.9% of the outstanding class. The stake was acquired for investment purposes using bank financing totaling USD 3,423,774.

The filing explains that on November 17, 2025, ATA Creativity Global entered into a Subscription Agreement for a registered direct offering of 11,067,547 ADSs at $0.8 per ADS, equivalent to $0.4 per common share. Empire Fortune subscribed 8,559,434 of these common shares, and XUE Fenglan is identified as the sole beneficial owner of Empire Fortune.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ATA Creativity Global

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

00211V106

(CUSIP Number)

XUE Fenglan
Vistra Corporate Services Centre, Wickhams Cay II, Road Town
Tortola, D8, VG1110
86-17727478799

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 00211V106

1

Name of reporting person

Empire Fortune Management Ltd

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)

BK

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 8,559,434.00
8	Shared Voting Power
9	Sole Dispositive Power 8,559,434.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

8,559,434.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IV

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, RM. 507, BLDG. 3, BINHUZHUOYUECHENG, BAOHE, HEFEI, ANHUI, CHINA , 230051.
Item 2.	Identity and Background
(a)	Empire Fortune Management Limited
(b)	Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
(c)	Investment Holding
(d)	No
(e)	No
(f)	VIRGIN ISLANDS, BRITISH
Item 3.	Source and Amount of Funds or Other Consideration
	Source of Funds is from banks and the Amount of Funds is USD3423774
Item 4.	Purpose of Transaction
	The purpose of transaction is for investment in the medium to long-term depending on the market situations post transaction, subject to other factors like market volatility and liquidity requirements.
Item 5.	Interest in Securities of the Issuer
(a)	Empire Fortune Management Limited holds 8559434 Common Shares, $0.01 par value per share, which is 9.9% of the Class of Securities. XUE Fenglan is the sole beneficiary owner of Empire Fortune Management Limited.
(b)	Empire Fortune Management Limited: 8559434
(c)	On November 17, 2025, the Issuer entered into a subscription agreement (the "Subscription Agreement") with three purchasers for a registered direct offering of 11,067,547 of its ADSs at the price of $0.8 per ADS (equivalent to $0.4 per Common Share) (the "Registered Direct Offering"). Empire Fortune Management Limited subscribed 8559434 of these Common Shares offered.
(d)	XUE Fenglan is the sole beneficiary owner of Empire Fortune Management Limited.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable

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.

Empire Fortune Management Ltd

Signature:	XUE Fenglan
Name/Title:	XUE Fenglan / Director
Date:	03/30/2026

FAQ

What stake does Empire Fortune hold in ATA Creativity Global (AACG)?

Empire Fortune Management Limited holds 8,559,434 common shares of ATA Creativity Global, representing 9.9% of the class. This ownership level is disclosed in an amended Schedule 13D and reflects Empire Fortune’s position as a significant, but sub-10%, shareholder.

How many ATA Creativity Global shares did Empire Fortune subscribe for?

Empire Fortune subscribed for 8,559,434 common shares of ATA Creativity Global. These shares were purchased as part of a registered direct offering, where the issuer sold new equity to investors under agreed terms documented in a Subscription Agreement.

What was the purchase price in ATA Creativity Global’s registered direct offering?

The registered direct offering priced ATA Creativity Global ADSs at $0.8 per ADS, equivalent to $0.4 per common share. Empire Fortune’s subscribed common shares were acquired at this equivalent common share price according to the filing’s description.

How much did Empire Fortune invest to acquire ATA Creativity Global shares?

The filing states that Empire Fortune’s source of funds was banks, providing USD 3,423,774. These bank funds were used to finance the acquisition of ATA Creativity Global common shares in the registered direct offering described in the Schedule 13D/A.

What is the investment purpose stated by Empire Fortune in ATA Creativity Global (AACG)?

Empire Fortune describes its ATA Creativity Global shareholding as an investment in the medium to long term. The holding’s duration may depend on future market conditions, including factors such as price volatility and the investor’s liquidity requirements over time.

Who is the beneficial owner behind Empire Fortune’s stake in ATA Creativity Global?

The filing identifies XUE Fenglan as the sole beneficial owner of Empire Fortune Management Limited. This means XUE Fenglan ultimately benefits from, and controls, Empire Fortune’s 8,559,434 ATA Creativity Global common shares reported on the Schedule 13D/A.