SCHEDULE: Empire Fortune takes 9.9% stake in ACG

Empire Fortune Management Ltd disclosed beneficial ownership of 9.9% of ATA Creativity Global via participation in a November 2025 registered direct offering.

Summary

• Empire Fortune Management Limited reported beneficial ownership of 8,559,434 common shares of ATA Creativity Global, equal to 9.9% of the class.
• Empire Fortune has sole voting and sole dispositive power over all 8,559,434 shares.
• On November 17, 2025, ATA Creativity Global entered into a subscription agreement for a registered direct offering of 11,067,547 ADSs at $0.80 per ADS (equivalent to $0.40 per common share).
• Empire Fortune subscribed for 8,559,434 of the common shares offered in that transaction.
• The source of funds was bank financing totaling $3,423,774.
• The reporting person is a British Virgin Islands entity; the sole beneficial owner is Xue Fenglan.
• Date of event requiring this filing: 01/28/2026; the statement was signed on 03/30/2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral-to-slightly positive: the company accessed capital and added a significant shareholder, balanced by dilution and no operational updates.

Positives

• A significant investor (9.9% of the class) has taken a position, potentially enhancing shareholder support.
• The company accessed capital markets via a registered direct offering at $0.80 per ADS, demonstrating financing capability.
• Sole voting and dispositive power simplifies governance around this 9.9% block.
• Funding source and amount ($3,423,774 from banks) are clearly disclosed.

Negatives

• Issuance of 11,067,547 ADSs in the registered direct offering implies dilution for existing shareholders.
• Ownership concentration with a single investor at 9.9% may influence voting outcomes.

Future Outlook

The investor describes the purpose as a medium- to long-term investment, subject to market conditions, volatility, and liquidity needs; no company guidance is provided.

Management Comments

• The reporting investor indicates the purpose of the transaction is medium- to long-term investment depending on market conditions, including volatility and liquidity.

Industry Context

StockSavvy.ai notes that a 9.9% stake is a common ceiling used by investors to remain below the U.S. Section 16 insider threshold, and registered direct offerings are frequently used by micro-cap, U.S.-listed China-based companies to access capital efficiently.

Comparison to Industry Standards

• Ownership threshold: A 9.9% position is consistent with market practice to stay below the 10% U.S. Section 16 insider threshold, which carries additional reporting and short-swing profit liability obligations.
• Financing structure: Registered direct offerings are a standard capital-raising tool for micro- and small-cap issuers on U.S. exchanges when speed and certainty of funds are prioritized over broad marketing.
• Disclosure rigor: The filing provides customary detail on voting/dispositive power, funding source, and purchase terms, aligning with SEC 13D disclosure standards.

Stakeholder Impact

• Existing shareholders are diluted by the issuance of 11,067,547 ADSs in the registered direct offering.
• A new 9.9% holder may have meaningful influence on shareholder votes.
• The capital raise via registered direct offering indicates continued access to external financing.

Key Dates

Keywords

Schedule 13D, beneficial ownership, ATA Creativity Global, ACG, Empire Fortune Management, registered direct offering, ADS, common shares, 9.9% stake, Xue Fenglan, CUSIP 00211V106, British Virgin Islands