As filed with the Securities and Exchange Commission on April 13, 2021
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ATA Creativity Global
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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c/o 1/F East Gate, Building No. 2, Jian Wai Soho
No. 39 Dong San Huan Zhong Road
Chao Yang District, Beijing 100022
Peoples Republic of China
Tel: +8610-6518-1133
(Address and telephone number of Registrants principal executive offices)
Puglisi & Associate
850 Library Avenue, Suite 204
Newark, DE 19711
(301) 738-6680
(Name, address and telephone number of agent for service)
Copies to:
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Ning Zhang, Esq.
Morgan, Lewis & Bockius LLP
Beijing Kerry Centre South Tower, Suite 823
8th Floor, No. 1 Guang Hua Road
Chaoyang, Beijing 100020
Peoples Republic of China
Tel: +8610-5876-3500
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Sirignano, David A. , Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue,
NW
Washington, DC
20004-2541
United States
Tel: +1.202.739.3000
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, please check the following box. ☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered(1)
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Amount
To Be
Registered(1)
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Proposed
maximum
aggregate
offering price(4)
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Amount of
registration fee
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Primary Offering
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Common shares, par value US$0.01 per share(2)
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Warrants(3)
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Total for Primary Offering
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US$ 80,000,000
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US$ 8,728.00
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Secondary Offering by Selling
Shareholders
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Common shares, par value $0.01 per share(2)
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US$ 20,000,000
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US$ 2,182.00
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Total
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US$ 100,000,000
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US$ 10,910.00
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(1)
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The registrant is registering an indeterminate number of securities for offer and sale from time to time at
indeterminate prices, which shall have an aggregate offering price not to exceed US$ 100,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional
number of common shares that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities
registered hereunder.
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(2)
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Represented by American depositary shares, or ADSs. The ADSs issuable upon deposit of the common shares
registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-148641), as amended. Each ADS represents two common shares.
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(3)
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Warrants may be exercised to purchase any of the other securities registered hereby.
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(4)
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Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under
the Securities Act of 1933, as amended.
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The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.