tm2531735-1_424b5 - none

424B5 1 tm2531735-1_424b5.htm 424B5 tm2531735-1_424b5 - none - 11.0344507s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-278921

PROSPECTUS SUPPLEMENT
(To the Prospectus Dated May 9, 2024)

ATA Creativity Global

11,067,547 American Depositary Shares

Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 11,067,547 American Depositary Shares, or ADSs, directly to selected investors. Each ADS represents two of our common shares, par value US$0.01 per share. For a more detailed description of the ADSs, see the sections entitled “Description of Our Securities We Are Offering” beginning on page S-14 of this prospectus supplement, and “Description of American Depositary Shares” beginning on page 48 of the accompanying prospectus.

Our ADSs are traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “AACG”. As of September 18, 2025, the last reported sale price for our ADSs was US$2.5125 per ADS. As of that date, the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was approximately US$8,854,039 based on 63,544,922 shares of our outstanding common shares, of which approximately 21,143,976 shares were held by non-affiliates. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period so long as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold 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 authorized share capital is US$5,000,000, divided into 500,000,000 common shares, par value US$0.01 per share. Our common shares are not available to the market; rather, our ADSs are traded on The Nasdaq Capital Market.

On November 17, 2025, the Company entered into a subscription agreement (the “Subscription Agreement”) with three investors (the “Investors” and each an “Investor”) for the sale of an aggregated 11,067,547 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$0.2 million. Assuming the offering is closed pursuant to the Subscription Agreement, the net proceeds to us from this offering will be approximately US$ 8.6 million. We expect to deliver the ADSs to the Investors on the closing date determined in accordance with the Subscription Agreement.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-6 of this prospectus supplement and in the documents we incorporate by reference in this prospectus supplement and the accompanying prospectus. In addition, see “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024, which has been filed with the Securities and Exchange Commission and is incorporated by reference into this prospectus supplement and the accompanying prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus supplement and the accompanying prospectus, before you invest.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 17, 2025

TABLE OF CONTENTS

Prospectus Supplement

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
INCORPORATION OF DOCUMENTS BY REFERENCE		S-iii
FORWARD-LOOKING STATEMENTS		S-iv
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-5
RISK FACTORS		S-6
DILUTION		S-9
CAPITALIZATION AND INDEBTEDNESS		S-10
USE OF PROCEEDS		S-11
DESCRIPTION OF OUR SECURITIES WE ARE OFFERING		S-12
PLAN OF DISTRIBUTION		S-13
LEGAL MATTERS		S-14
EXPERTS		S-15

Prospectus

	Page
ABOUT THIS PROSPECTUS		1
INCORPORATION OF DOCUMENTS BY REFERENCE		2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
PROSPECTUS SUMMARY		4
RISK FACTORS		32
ABOUT THIS OFFERING		33
DILUTION		34
CAPITALIZATION AND INDEBTEDNESS		35
USE OF PROCEEDS		36
DESCRIPTION OF SHARE CAPITAL		37
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		48
DESCRIPTION OF WARRANTS		59
PLAN OF DISTRIBUTION		61
TAXATION		63
ENFORCEABILITY OF CIVIL LIABILITIES		64
EXPENSES		66
LEGAL MATTERS		67
EXPERTS		68
WHERE YOU CAN FIND MORE INFORMATION		69

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is a supplement to the accompanying prospectus. This prospectus supplement and the accompanying prospectus are parts of a registration statement that we filed with the U.S. Securities and Exchange (the “SEC”), using a shelf registration process. Under such shelf registration process, we may sell from time to time an unspecified amount of any combination of securities described in the accompanying prospectus in one or more offers such as this offering. The accompanying prospectus provides you with a general description of the securities we may offer. This prospectus supplement provides you with specific information about the ADSs and the underlying common shares. Both this prospectus supplement and the accompanying prospectus include important information about us and other information you should know before investing. Generally, when we refer only to the “prospectus,” we are referring to both parts combined, and when we refer to the “accompanying prospectus” we are referring to the accompanying prospectus.

This prospectus supplement also adds to, updates and changes information contained in the accompanying prospectus. To the extent the information in this prospectus supplement is different from that in the accompanying prospectus, you should rely on the information in this prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus, together with the additional information described under the caption “Incorporation of Documents by Reference” in this prospectus supplement and the accompanying prospectus, before investing in the ADSs.

Our reporting currency is the Renminbi, or RMB. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. All translations from RMB to U.S. dollars were made at the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

Except where the context otherwise requires and for purposes of this prospectus supplement only:

•

the “Company” refers to ATA Creativity Global;

•

“we,” “us,” “our company,” “our” and “ACG” refer to the Company and its subsidiaries, as the context requires;

•

the “VIE” refers to ATA Intelligent Learning (Beijing) Technology Limited, our variable interest entity based in China and its subsidiaries, as the context requires;

•

the “WFOE” refers to ATA Education Technology (Beijing) Limited, formerly known as ATA Testing Authority (Beijing) Limited;

•

“China” or “PRC” refers to the People’s Republic of China;

•

“Renminbi” or “RMB” refers to the legal currency of China; and

•

“US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States.

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INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we submit to it, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus supplement and the accompanying prospectus. Information contained in this prospectus supplement and the accompanying prospectus and information that we submit to the SEC in the future and incorporate by reference will automatically update and supersede the previously submitted information. We incorporate herein by reference the documents listed below that we have filed or furnished to the SEC:

•

our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 10, 2025 (our “2024 Form 20-F”); and

•

our reports on Form 6-K furnished to the SEC on May 14, 2025, May 19, 2025, August 1, 2025 (as amended on August 4, 2025) and November 17, 2025, and the portions of our reports on Form 6-K furnished to the SEC on May 16, 2025, August 6, 2025, October 20, 2025, November 12, 2025 and November 17, 2025, as specifically identified in such reports as being incorporated by reference into the registration statement of which this prospectus supplement forms a part.

All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination or completion of this offering, shall be deemed to be incorporated by reference in this prospectus supplement and to be part hereof from the date of filing of such reports and other documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement.

As you read the above documents or other documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in this prospectus supplement or in the most recent document incorporated by reference herein.

To obtain copies of documents incorporated by reference herein or in the accompanying prospectus, see “Where You Can Find More Information” in the accompanying prospectus. In addition, upon written or oral request, we will provide to any person, at no cost to such person, including any beneficial owner to whom a copy of this prospectus supplement is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus supplement or the accompanying prospectus. You may make such a request by writing or telephoning us at the following address or telephone number:

ATA Creativity Global
c/o Rm. 507, Bldg. 3, BinhuZhuoyueCheng,
WenhuaKechuangYuan, Huayuan Blvd. 365,
Baohe, Hefei, Anhui 230051, China
Tel: (86-551) 6513-5763

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking statements that relate to our current expectations and views of future events. Our forward-looking statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions, although not all forward-looking statement contain these words. Forward-looking statements include, but are not limited to, statements relating to:

•

our goals and strategies;

•

our future prospects and market acceptance of our products and services;

•

our future business development and results of operations;

•

our plans for financing activities, mergers and acquisitions;

•

projected revenues, profits, earnings and other estimated financial information;

•

our plans to expand and enhance our products and services;

•

the potential market size and growth of our products and services;

•

competition in the market for our products and services;

•

PRC laws, regulations and policies, including those applicable to the education industry, internet content providers, variable interest entity and foreign exchange;

•

the impact of the political tensions between the United States and China or other countries, and the impact of actual or potential international military actions;

•

the impact of any public health epidemic or pandemics or natural disasters; and

•

assumptions underlying or related to any of the foregoing.

We would like to caution you not to place undue reliance on forward-looking statements and you should read these statements in conjunction with the cautionary statements included in this prospectus supplement, the accompanying prospectus, in “Item 3. Key Information — D. Risk Factors” section in our most recent annual report on Form 20-F incorporated by reference herein and our other filings with the SEC. Those risks are not exhaustive. New risk factors emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect.

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PROSPECTUS SUPPLEMENT SUMMARY

The following summary highlights information contained elsewhere in this prospectus supplement or the documents incorporated by reference herein. This summary is not complete and does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus supplement and the accompanying prospectus, including each of the documents incorporated by reference herein or therein, carefully, including the “Risk Factors” and “Forward-Looking Statements” sections of this prospectus supplement, and “Item 3.D. Risk Factors” in our 2024 Form 20-F which is incorporated herein by reference.

Overview

Our Business

We are an international educational services provider focusing on providing quality international educational experiences related to the cultivation and improvement of students’ creativity. Currently, our principal product and service are portfolio training services which we provide to students in China who are interested in studying art overseas. We believe that we are one of the leading players in the portfolio training market in many regards, including geographic coverage, product breadth and student enrollment, among others. To achieve our one-stop service strategy, we also provide research-based learning services, overseas study counselling services, in-school art classes through cooperation with high schools and training organizations, and other educational services to our students. We have successfully helped thousands of students in China gain entry into art universities and colleges in the U.S., UK, Europe, Japan, Australia and other countries, among which quite some have gained entry into top art universities and colleges in such countries.

Currently, our products and services mainly include the following:

Portfolio Training Services. Overseas art universities and colleges typically require a practical art portfolio as part of the application process, which is a collection of art work that shows how a candidate’s skills and ideas have developed over a period of time and helps universities and colleges evaluate the candidate’s potential. We provide customized and systematic portfolio training services to our students to help them prepare their portfolios.

Research-Based Learning Services. Our research-based learning services include overseas educational travel services, domestic educational travel services and other offline and online research-based learning services to students, mainly including academic educational learning, workshop experience, themed educational travel and other research-based learning programs.

Overseas Study Counselling Services. We offer art-related overseas study counselling services, including counselling advice on background development, university and program selection, paper writing, interview simulation and application preparation, to help students apply for overseas art universities and colleges.

In-school Art Classes. We partner with international schools to establish in-school art-related classes and provide professional art teachers and customized art course content in these partnerships.

Our Corporate History and Structure

History and Development of the Company

Our business began in 1999 with the establishment of ATA Testing Authority (Beijing) Limited in China, primarily engaged in computer-based testing service business.

In September 2006, we incorporated ATA Inc. in the Cayman Islands, which became our ultimate holding company in November 2006. We completed our initial public offering in 2008, with ADSs listed on the Nasdaq Global Market with the trading symbol of “ATAI”.

In 2018, we disposed of our computer-based testing service business by the sale of our subsidiary ATA Online (Beijing) Education Technology Co., Ltd.

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In 2019, we completed the acquisition of 100% equity interests of Beijing Huanqiuyimeng Education Consultation Corp., or Huanqiuyimeng, a leading provider of educational services for students in China interested in applying for overseas art study, and in connection with such acquisition, we changed the name of our Cayman holding company from “ATA Inc.” to “ATA Creativity Global” and the trading symbol for our ADSs listed on Nasdaq from “ATAI” to “AACG.”

In May 2025, we transferred the listing of our ADSs from the Nasdaq Global Market to the Nasdaq Capital Market.

Corporate Structure

The Company is not a Chinese operating company but a Cayman Islands holding company with operations conducted primarily through its PRC subsidiary Huanqiuyimeng and its subsidiaries. The Company, through its wholly owned subsidiary ACG International Group Limited, or ACGIGL, holds 69.04% of the equity interests of Huanqiuyimeng. The Company also has the power to direct activities of the VIE through the WFOE and consolidates the VIE into its consolidated financial statements under U.S. GAAP. As of the date of this prospectus supplement, the VIE has no business operations of its own, but holds 30.96% equity interests in Huanqiuyimeng, and 70% equity interests in Beijing Zhenwu Technology Development Co., Ltd., or Beijing Zhenwu, a PRC company established in August 2021 for the purpose of developing and marketing our project-based learning services in the form of short-term art courses but has no business operations as of the date of this prospectus supplement. Other than holding equity interests in Huanqiuyimeng and Beijing Zhenwu, the VIE also holds minority investments in two PRC companies. Notwithstanding the foregoing, as we are currently considering expanding our online courses and other services, for which an internet content provision license, or ICP license, may be required under PRC law, we may elect to provide such services through the VIE in the future if and to the extent that an ICP license or any other license or permission not available for foreign-invested companies is required. The variable interest entity structure is a structure commonly used to provide contractual exposure to foreign investment in China-based companies where PRC law prohibits or restricts direct foreign investment in the related Chinese operating companies, and investors may never be able to directly hold equity interests in the VIE. This structure involves unique risks to investors, and PRC regulatory authorities could disallow our variable interest entity structure, which may result in a material change in our operations and/or value of our ADSs, including that it could cause the value of our ADSs to significantly decline or become worthless. See “Item 3.D. Risk Factors — Risks Relating to Our Corporate Structure.” in our 2024 Form 20-F for more detailed discussions.

The Company, through the WFOE, entered into a series of contractual arrangements with the VIE and its shareholders, including (i) powers of attorney under which we can exclusively exercise all rights of shareholders of the VIE; (ii) exclusive technical consulting and services agreement that allows us to have sole and exclusive right to provide specified technical and consulting services to the VIE and receive certain consulting fees from the VIE; (iii) call option and cooperation agreement and loan agreements that provide us with the option to purchase the equity interest in the VIE; and (iv) equity interest pledge agreements that guarantee the performance of the VIE and its shareholders’ obligations under the exclusive technical consulting and services agreement and the call option and cooperation agreement. Under U.S. GAAP, pursuant to such contractual arrangements, the Company has (i) the power, through the WFOE, to direct activities of the VIE that most significantly impact the economic performance of the VIE; and (ii) the obligation to absorb the losses and the right to receive benefits of the VIE that could potentially be significant to the VIE. As such, the Company is deemed to be the primary beneficiary of the VIE for accounting purposes and must consolidate the VIE. See “Item 4.A. History and Development of the Company — Our Consolidated Variable Interest Entity” and “Item 4.A. History and Development of the Company — Contractual Arrangements with the VIE” in our 2024 Form 20-F. However, these contractual arrangements may be less effective in providing operational control than direct ownership as the VIE’s shareholders may fail to perform their obligations under the contractual arrangements and we could incur substantial costs in enforcing these contractual arrangements if we are able to enforce these contractual arrangements at all. Our rights under such contractual arrangements have not been tested in a court of law, and we cannot assure you that a court would enforce our contractual rights. There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to such contractual arrangements, including potential future actions by the PRC government, which could affect the enforceability of our contractual arrangements with the VIE, and consequently, significantly affect our

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financial condition and results of operations. If the PRC government finds such agreements non-compliant with relevant PRC laws, regulations and rules, we could be subject to severe penalties or be forced to relinquish our interests in the VIE or forfeit our rights under the contractual arrangements. See “Item 3.D. Risk Factors — Risks Relating to Our Corporate Structure” in our 2024 Form 20-F.

The following diagram illustrates the corporate structure of us and the VIE as of the date hereof:

[MISSING IMAGE: fc_corporatehereof-4c.jpg]

Notes:

(1)

ATA Creativity Global is the entity in which investors hold or can purchase their interest.

(2)

As of the date of this prospectus supplement, the VIE has no business operations of its own.

(3)

Beijing Zhenwu was established in August 2021 mainly for purposes of developing and marketing our project-based learning services in the form of short-term art courses and has no substantive business operations as of the date of this prospectus supplement.

(4)

We conduct our operations primarily through Huanqiuyimeng and its subsidiaries. Huanqiuyimeng provides most of the portfolio training services, overseas study counselling services and research-based learning services, as well as certain other educational services by itself, and also provides some of such services through its wholly owned subsidiaries. As of the date of this prospectus supplement, Huanqiuyimeng has 11 directly or indirectly wholly owned subsidiaries.

(5)

Hefei Yimeng was established in June 2024 mainly to preserve the flexibility for potential local operations.

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Corporate Information

The Company is a Cayman Islands exempted company limited by shares, operating under the Companies Act of the Cayman Islands. The principal executive offices of our China businesses is Rm. 507, Bldg. 3, BinhuZhuoyueCheng, WenhuaKechuangYuan, Huayuan Blvd. 365, Baohe, Hefei, Anhui 230051, China, and our telephone number is (86-551) 6513-5763. Our website address is http://www.atai.net.cn. The information contained on, or that can be accessed through our website is not a part of, and shall not be incorporated by reference into, this prospectus. We have included our website address as an inactive textual reference only. The SEC also maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC. Our agent for service of process in the United States is Puglisi & Associate, located at 850 Library Avenue, Suite 204, Newark, DE 1971.

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THE OFFERING

Issuer

ATA Creativity Global

Offering

The offering of 11,067,547 ADSs, each representing two of our common shares, par value US$0.01 per share.

ADSs

Each ADS represents two common shares. The ADSs will be issued from time to time under the deposit agreement among us, Citibank, N.A., as depositary (the “Depositary”), and all owners and holders from time to time of ADSs issued thereunder (the “Deposit Agreement”).

Offering Price

US$0.8 per ADS (representing US$0.4 per common share)

Listing

Our ADSs are traded on The Nasdaq Capital Market under the symbol “AACG”.

Common shares outstanding immediately before this offering

63,544,922 common shares.

Common shares outstanding immediately after this
offering

85,680,016 common shares.

Use of Proceeds

We intend to use the net proceeds from the offering for general working capital purposes. See “Use of Proceeds.”

Charges of the Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the issuance and deposit of the offered shares as ADSs. However, holders of ADSs will be required to pay any other transfer and other taxes and governmental charges and any other charges expressly provided in the Deposit Agreement to be for their account. See Exhibit 2.4 to our 2024 Form 20-F, which is incorporated herein by reference.

Risk Factors

Before deciding to invest in our securities, you should carefully review “Item 3.D. Risk Factors” in our 2024 Form 20-F, which is incorporated by reference herein, “Risk Factors” in this prospectus supplement, and other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus.

The number of common shares outstanding before and after this offering is based on 63,544,922 common shares outstanding as of the date of this prospectus supplement.

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RISK FACTORS

Investing in the ADSs involves risks. In consultation with your own financial and legal advisors, you should consider carefully, among other matters, the supplemental risk factors set forth below as well as the risk factors discussed under the caption “Item 3.D. Risk Factors” in our 2024 Form 20-F, and our other filings with the SEC which are incorporated herein by reference, before deciding whether an investment in the ADSs is suitable for you. See “Incorporation of Documents by Reference” in this prospectus supplement and in the accompanying prospectus. The risks and uncertainties described below and incorporated herein by reference are not the only risks and uncertainties that we face. Additional risks and uncertainties that are unknown to us or that we currently think are immaterial also may impair our business operations or the market price of the ADSs. This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including risks described in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein.

Risks Related to This Offering

Since we have some discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.

Pursuant to the Subscription Agreement, the net proceeds from this offering shall be used for general working capital of the Company. Accordingly, our management will have some flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

You will experience immediate dilution in the book value per ADS of the ADSs you purchase.

Because the price per share of our ADSs being offered is substantially higher than the book value per ADS, you will suffer substantial dilution in the net tangible book value of the ADSs you purchase in this offering. After giving effect to the sale by us of 11,067,547 ADSs in this offering, and based on a public offering price of US$0.8 per ADS and a net tangible book value per ADS of US$ -0.76 as of September 30, 2025, if you purchase securities in this offering, you will suffer immediate and substantial dilution of US$1.16 per ADS in the net tangible book value of the ADSs purchased. See “Dilution” on page S-10 for a more detailed discussion of the dilution you will incur in connection with this offering.

The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors.

Our share price has fluctuated in the past, has recently been volatile and may be volatile in the future. The stock market in general and the market for China-based companies in particular has experienced volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience losses on their investment in our ADSs. The market price for our ADSs may be influenced by many factors, including, but not limited to, the following:

•

actual or anticipated fluctuations in our revenue and other operating results;

•

the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•

actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•

announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•

lawsuits threatened or filed against us;

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changes in laws and regulations;

•

our ability or inability to raise additional capital and the terms on which we raise it;

•

the recruitment or departure of key personnel;

•

market conditions in our business sectors;

•

trading volume of our ADSs;

•

sales of our ADSs or common shares by us or our shareholders;

•

general economic, industry and market conditions;

•

sales or perceived potential sales of additional common shares or the ADSs;

•

other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics such as COVID-19, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in China or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability; and

•

other risks described in this “Risk Factors” section and the “Risk Factors” sections included in the documents incorporated by reference in this prospectus supplement and the accompanying base prospectus.

These broad market and industry factors may seriously harm the market price of our common shares or ADSs, regardless of our operating performance. Since the price of our ADSs has fluctuated in the past, has been volatile from time to time, and may be volatile in the future. In the past, following periods of volatility in the market, securities class-action ligation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.

We have no plans to pay dividends on our common shares, and you may not receive funds without selling the common shares.

We have not declared or paid any cash dividends on our common shares, nor do we expect to pay any cash dividends on our common shares for the foreseeable future. We currently intend to retain any additional future earnings to finance our operations and growth and, therefore, we have no plans to pay cash dividends on our common shares at this time. Any future determination to pay cash dividends on our common shares will be at the discretion of our board of directors and will be dependent on our earnings, financial condition, operating results, capital requirements, any contractual restrictions, and other factors that our board of directors deems relevant. Accordingly, you may have to sell some or all of the common shares in order to generate cash from your investment. You may not receive a gain on your investment when you sell the common shares and may lose the entire amount of your investment.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional ADSs or other securities convertible into or exchangeable for ADSs representing our common shares at prices that may not be the same as the price per ADS in this offering. We may sell ADSs or other securities in any other offering at a price per ADS that is less than the price per ADS paid by investors in this offering, and investors purchasing ADSs or other securities in the future could have rights superior to existing shareholders. The price per ADS at which we sell additional ADS or securities convertible or exchangeable into ADS in future transactions may be higher or lower than the price per ADS paid by investors in this offering.

Risks Related to Doing Business in China

There remain uncertainties regarding interpretation and implementation of Overseas Listing Trial Measures.

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the

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“Overseas Listing Trial Measures”) and the related guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures regulate both direct and indirect overseas offering and listing by PRC domestic companies by adopting a filing-based regulatory regime. The Overseas Listing Trial Measures provide that if the issuer meets both of the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering subject to the filing procedure set forth under the Overseas Listing Trial Measures: (i) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by the issuer’s domestic companies; and (ii) the issuer’s business activities are substantially conducted in mainland China, or its principal place of business are located in mainland China, or the senior managers in charge of its business operations and management are mostly Chinese citizens or domiciled in mainland China. The determination as to whether or not an overseas offering and listing by domestic companies is indirect, shall be made on a substance over form basis.

According to the Overseas Listing Trial Measures, subsequent securities offerings of an issuer in the same overseas market where it has previously offered and listed securities shall be filed with the CSRC within 3 working days after the offering is completed. The Company shall file with the CSRC within 3 working days after the offering is completed and submit a report on the status of this offering to the CSRC after completion of all tranches of the issuance.

We plan to make the filing and submit the report in accordance with the requirements under the Overseas Listing Trial Measures. However, as there is uncertainty with respect to the filing requirements and implementation, we cannot assure you that we would be able to complete the filing procedures, obtain the approvals or complete other compliance procedures in a timely manner, or at all, or that any completion of filing or approval or other compliance procedures would not be rescinded. Any such failure would subject us to sanctions by the CSRC or other PRC regulatory authorities, which may include fines and penalties, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in China, restrictions on or delays to the repatriation of the proceeds from future capital raising activities into China, restrictions on or delays to our future offering of securities, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our common shares. Accordingly, the value of your investment may be materially and adversely affected or become worthless.

There remain uncertainties regarding interpretation and implementation of Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises.

On February 24, 2023, CSRC published the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Provisions”), which became effective on March 31, 2023 together with Overseas Listing Trial Measures. According to the Provisions, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant entities or individuals including securities companies, securities service providers, and overseas regulators, documents and materials that contain state secrets or government work secrets, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Further, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant entities or individuals including securities companies, securities service providers, and overseas regulators, other documents and materials that, if divulged, will cause adverse impact on national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.

Opinions remain unclear on how they will be interpreted and implemented by relevant PRC governmental authorities. While we have implemented policies and procedures with the intent to comply with the Provisions, we cannot ensure that we will be able to fully comply with the future interpretations and implementations of the Provisions. Domestic companies that fail to comply with the requirements under the Provisions in the course of their indirect overseas issuance and listing may be held legally liable by competent authorities or become subject to criminal penalties.

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DILUTION

On September 30, 2025, we had a net tangible book value of US$-24.1 million (our total tangible assets minus our total liabilities), corresponding to a net tangible book value of US$-0.76 per ADS or US$-0.38 per common share (using the ratio of two common shares to one ADS). Net tangible book value per share represents the amount of our total tangible assets, minus our total liabilities, divided by the total number of our shares outstanding on September 30, 2025.

After giving effect to the sale by us of 11,067,547 ADSs in this offering at an offering price of US$0.8 per ADS and after deducting the estimated offering expenses payable by us of US$ 0.2 million, our estimated net tangible book value on September 30, 2025 would have been approximately US$-15.5 million, representing US$ -0.36 per ADS, or US$ -0.18 per common share. This represents an immediate increase in net tangible book value of US$ 0.40 per ADS, or US$ 0.20 per common share, to existing shareholders and an immediate dilution in net tangible book value of US$ 1.16 per ADS, or US$ 0.58 per common share, to new investors purchasing ADSs in this offering. Dilution for this purpose represents the difference between the price per ADS paid by these purchasers and net tangible book value per ADS immediately after the completion of this offering.

The following table illustrates this dilution to new investors purchasing ADSs in this offering:

	As of September 30, 2025
	ADSs (in US$)		Common Shares (in US$)
Net tangible book value per ADS or common share		(0.76)		(0.38)
Increase in net tangible book value per ADS or common share attributable to new investors		0.40		0.20
Pro forma net tangible book value per ADS or common share after this offering		(0.36)		(0.18)
Dilution per ADS or common share to new investors		1.16		0.58
Percentage of dilution in net tangible book value per ADS or common share for new investors(1)		145.18%		145.18%

Note:—

(1)

Percentage of dilution for new investors is calculated by dividing the dilution in net tangible book value for new investors by the price of this offering.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our capitalization as of September 30, 2025:

•

on an actual basis; and

•

on an as adjusted basis, giving further effect to the issuance and sale by us of 11,067,547 ADSs, representing common shares, in this offering at the public offering price of $0.8 per ADS, after deducting the estimated offering expenses payable by us.

The pro forma information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the offering price of our ADSs. You should read this table in conjunction with our financial statements and notes thereto incorporated by reference in this prospectus.

As of September 30, 2025

Actual

As Adjusted

RMB

SEC Form 424B5 filed by ATA Creativity Global