United States securities and exchange commission logo
June 5, 2022
Amy Tung
Chief Financial Officer
ATA Creativity Global
c/o 1/F East Gate, Building No. 2, Jian Wai Soho,
No. 39 Dong San Huan Zhong Road,
Chao Yang District, Beijing 100022, China
Re: ATA Creativity
Global
Form 20-F for
Fiscal Year Ended December 31, 2020
Response dated May
2, 2022
File No. 001-33910
Dear Ms. Tung:
We have reviewed your May 2, 2022 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
April 26, 2022 letter.
Response dated May 2, 2022
General
1. We note your response
to comment 1, including "[i]f we are identified as a Commission-
Identified Issuer for
three consecutive years based on our annual reports for fiscal years
2021, 2022 and 2023,
the SEC would prohibit our securities from trading on a securities
exchange or in the over
the counter trading market in the United States the earliest in early
2024. " Please revise
here, and elsewhere as appropriate, to acknowledge that you have
been identified on the
Commission s Conclusive list of issuers identified under the
HFCAA (available at
https://www.sec.gov/hfcaa) and revise to acknowledge that under
the Accelerating
Holding Foreign Companies Accountable Act, the prohibition would be
the earliest in early
2023.
Amy Tung
ATA Creativity Global
June 5, 2022
Page 2
2. We note your response to comment 3. Please revise the Key Information
section to also
include appropriate cross-references to the Summary of Risk Factors
section.
3. In an appropriate place in your annual report, for example, in your risk
factor where you
discuss service of process, please name the directors, officers, or
members of senior
management located in the PRC/Hong Kong and include a separate
"Enforceability"
section that addresses whether or not investors may being actions under
the civil liability
provisions of the U.S. federal securities laws against you, your officers
or directors who
are residents of a foreign country, and whether investors may enforce
these civil liability
provisions when your assets, officers, and directors are located outside
of the United
States.
4. We note that you define China, Chinese, and PRC to
exclude Taiwan and the
Special Administrative Regions of Hong Kong and Macau. Please revise your
definition
to remove such exclusions.
Form 20-F for the Fiscal Year Ended December 31, 2021
Our Corporate Structure, page 4
5. We note from your response dated February 22, 2022 that an entity named
Beijing Miusi
Education Co., Ltd. is included within the diagram however it is not
included within the
diagram here. Please advise.
You may contact Aamira Chaudhry at 202-551-3389 or Lyn Shenk at
202-551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at 202-551-7127 or Mara Ransom at 202-551-3264 with any
other questions.
Sincerely,
FirstName LastNameAmy Tung
Division of
Corporation Finance
Comapany NameATA Creativity Global
Office of Trade &
Services
June 5, 2022 Page 2
cc: Ning Zhang
FirstName LastName