ATA Creativity Global美股招股说明书(2025-11-19版)

11,067,547 American Depositary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 11,067,547American Depositary Shares, or ADSs, directly to selected investors. Each ADS represents two of ourcommon shares, par value US$0.01 per share. For a more detailed description of the ADSs, see the sectionsentitled “Description of Our Securities We Are Offering” beginning on page S-14 of this prospectussupplement, and “Description of American Depositary Shares” beginning on page 48 of the accompanyingprospectus. Our ADSs are traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “AACG”. As ofSeptember18, 2025, the last reported sale price for our ADSs was US$2.5125 per ADS. As of that date, theaggregate market value of our outstanding voting and non-voting common equity held by non-affiliates wasapproximately US$8,854,039 based on 63,544,922 shares of our outstanding common shares, of whichapproximately 21,143,976 shares were held by non-affiliates. Pursuant to General Instruction I.B.5. ofFormF-3, in no event will we sell the securities covered hereby in a public primary offering with a valueexceeding more than one-third of the aggregate market value of our voting and non-voting common equityheld by non-affiliates in any 12-month period so long as the aggregate market value of our outstandingvoting and non-voting common equity held by non-affiliates remains below US$75,000,000. During the12calendarmonths prior to and including the date of this prospectus supplement, we have not offered orsold any securities pursuant to General Instruction I.B.5 of Form F-3. Under our fourth Amended and Restated Memorandum and Articles of Association, our authorizedshare capital is US$5,000,000, divided into 500,000,000 common shares, par value US$0.01 per share. Ourcommon shares are not available to the market; rather, our ADSs are traded on The Nasdaq Capital Market. OnNovember 17,2025,the Company entered into a subscription agreement(the“SubscriptionAgreement”) with three investors (the “Investors” and each an “Investor”) for the sale of an aggregated11,067,547 ADSs at a purchase price of US$0.8 per ADS, for aggregate gross proceeds of US$8,854,039. We estimate the total expenses of this offering will be approximately US$0.2million. Assuming theoffering is closed pursuant to the Subscription Agreement, the net proceeds to us from this offering will beapproximately US$ 8.6million. We expect to deliver the ADSs to the Investors on the closing datedetermined in accordance with the Subscription Agreement. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginningon pageS-6of this prospectus supplement and in the documents we incorporate by reference in this prospectussupplement and the accompanying prospectus. In addition, see “Risk Factors” in ourAnnual Report onForm20-F for the year ended December31, 2024, which has been filed with the Securities and ExchangeCommission and is incorporated by reference into this prospectus supplement and the accompanyingprospectus. You should carefully consider these risk factors, as well as the information contained in thisprospectus supplement and the accompanying prospectus, before you invest. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus supplement is November17, 2025 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiINCORPORATION OF DOCUMENTS BY REFERENCES-iiiFORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-6DILUTIONS-9CAPITALIZATION AND INDEBTEDNESSS-10USE OF PROCEEDSS-11DESCRIPTION OF OUR SECURITIES WE ARE OFFERINGS-12PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-14EXPERTSS-15 Prospectus ABOUT THIS PROSPECTUS1INCORPORATION OF DOCUMENTS BY REFERENCE2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3PROSPECTUS SUMMARY4RISK FACTORS32ABOUT THIS OFFERING33DILUTION34CAPITALIZATION AND INDEBTEDNESS35USE OF PROCEEDS36DESCRIPTION OF SHARE CAPITAL37DESCRIPTION OF AMERICAN DEPOSITARY SHARES48DESCRIPTION OF WARRANTS59PLAN OF DISTRIBUTION61TAXATION63ENFORCEABILITY OF CIVIL LIABILITIES64EXPENSES66LEGAL MATTERS67EXPERTS68WHERE YOU CAN FIND MORE INFORMATION69 ABOUT THIS PROSPECTUS SUPPLEMENT Thisprospectus supplement is a supplement to the accompanying prospectus.This prospectussupplement and the accompanying prospectus are parts of a registration statement that we filed with theU.S. Securities and Exchange (the “SEC”), using a shelf registration process. Under such shelf registrationprocess, we may sell from time to time an unspecified amount of any combination of securities described inthe accompanying prospectus in one or more offers such as this offering. The accompanying prospectusprovides you