Empire Fortune buys 8.56M ATA Creativity (AACG) shares in direct deal

Rhea-AI Filing Summary

ATA Creativity Global received a new significant shareholder as Empire Fortune Management Limited filed a Schedule 13D. Empire Fortune reports beneficial ownership of 8,559,434 common shares, described as 11.47% of the class, acquired for investment using USD3423773.6 of bank-sourced funds.

The stake arose from a registered direct offering in which the issuer sold 11,067,547 ADSs at $0.8 per ADS, equivalent to $0.4 per common share. Empire Fortune subscribed 8,559,434 of the common shares and states the investment is intended for medium- to long-term holding, subject to market conditions and liquidity needs.

Insights

Equity ownership & governance analyst

New 11.47% holder discloses investment stake in ATA Creativity Global.

Empire Fortune Management Limited reports owning 8,559,434 common shares of ATA Creativity Global, described as 11.47% of the class. The position was established through participation in a registered direct offering, with funds of USD3423773.6 sourced from banks.

The stated purpose is medium- to long-term investment, dependent on market conditions and liquidity needs, without specific activist intentions in this excerpt. The subscription was part of a broader sale of 11,067,547 ADSs at $0.8 per ADS, equivalent to $0.4 per common share, indicating a negotiated entry price.

The filing identifies Xue Fenglan as the sole beneficial owner of Empire Fortune Management Limited. Future ownership changes or additional disclosures would typically appear in subsequent beneficial ownership filings if the position crosses key thresholds again or if the investor’s intentions change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ATA Creativity Global

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

(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 No.

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 0.00
9	Sole Dispositive Power 8,559,434.00
10	Shared Dispositive Power 0.00

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)

100.0 %

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, WENHUAKECHUANGYUAN, HUAYUAN BLVD. 365, 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 USD3423773.6
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 11.47% 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:	Director
Date:	03/27/2026

FAQ

Who is the new major shareholder of ATA Creativity Global (AACG)?

Empire Fortune Management Limited is the new major shareholder, reporting beneficial ownership of 8,559,434 common shares. The filing states this holding represents 11.47% of ATA Creativity Global’s common share class, giving Empire Fortune a significant equity position and potential influence as an institutional investor.

How many ATA Creativity Global (AACG) shares does Empire Fortune own?

Empire Fortune Management Limited reports owning 8,559,434 ATA Creativity Global common shares. The Schedule 13D states this stake represents 11.47% of the outstanding class of common shares, making Empire Fortune a significant beneficial owner with disclosed medium- to long-term investment intentions.

At what price did Empire Fortune invest in ATA Creativity Global (AACG)?

Empire Fortune invested through a registered direct offering where 11,067,547 ADSs were sold at $0.8 per ADS. The filing notes this equals $0.4 per common share, and Empire Fortune subscribed 8,559,434 of the common shares offered in that transaction.

How much capital did Empire Fortune commit to its AACG stake?

The filing states the source of funds is from banks and the amount of funds is USD3423773.6. This capital was used for Empire Fortune’s investment in ATA Creativity Global common shares acquired in the registered direct offering described in the Schedule 13D.

What is Empire Fortune’s stated purpose for holding ATA Creativity Global (AACG) shares?

Empire Fortune describes the purpose of the transaction as investment in the medium to long term. The holding is subject to market situations after the transaction, including factors such as market volatility and the investor’s liquidity requirements, according to the disclosure language.

How did Empire Fortune acquire its ATA Creativity Global (AACG) shares?

Empire Fortune acquired its shares through a subscription in a registered direct offering. On November 17, 2025, the issuer sold 11,067,547 ADSs, and Empire Fortune subscribed 8,559,434 common shares offered, at a price equivalent to $0.4 per common share.

Who ultimately benefits from Empire Fortune’s ATA Creativity Global (AACG) holdings?

The Schedule 13D states that Xue Fenglan is the sole beneficial owner of Empire Fortune Management Limited. This means Xue Fenglan is considered the ultimate beneficial owner of the 8,559,434 ATA Creativity Global common shares held through the Empire Fortune investment vehicle.