United States securities and exchange commission logo




                                                                                
                             April 1, 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 
February 22, 2022
                                                            File No. 001-33910

       Dear Ms. Tung:

              We have reviewed your February 22, 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
       February 3, 2022 letter.

       Response dated February 22, 2022

       General

   1.                                                   We note your disclosure 
in response to comment 1 to our letter dated September 23,
                                                        2021. Please revise to 
specifically state that you are not a Chinese operating company but
                                                        a Cayman Islands 
holding company with operations conducted by your subsidiaries and
                                                        through contractual 
arrangements with a variable interest entity based in China and that
                                                        this structure involves 
unique risks to investors.
   2.                                                   We note your response 
to comment 4, including that "[i]n the opinion of Jincheng Tongda
                                                        & Neal Law Firm, our 
PRC legal counsel, the above contractual arrangements are legally
                                                        binding and enforceable 
and do not violate current PRC laws and regulations." Please
 Amy Tung
ATA Creativity Global
April 1, 2022
Page 2
      undertake to file a consent from your PRC legal counsel pursuant to Part 
I. Item 10. G. of
      Form 20-F, or tell us why you are not required to do so.
3.    We note your response to comment 5. Please revise to include the 
appropriate cross-
      references to your risk factor summaries in your next response.
4.    We note your response to comment 6 and we reissue it as follows:
          Please revise your disclosure to clearly distinguish between each of 
the three
         scenarios. Please ensure that you address the consequences, if any, 
for you, your
         subsidiaries, or the VIEs in each scenario. In that light, please 
revise to use clearly
         stated definitions. For example, where you state that "we and the VIE 
may be
         required to obtain additional licenses," please clarify whether "we" 
is a reference to
         the parent company, your PRC subsidiaries, or both.
          Ensure that your disclosure speaks to permissions and approvals 
required to operate
         your business as well as permissions and approvals necessary to offer 
securities to
         foreign investors.
          Your disclosure as to required permissions and approvals should not 
be qualified by
         materiality. Please make appropriate revisions to your proposed 
disclosure.
          Please amend your proposed disclosure to state explicitly whether you 
have obtained
         an opinion of counsel with respect to all permissions and approvals 
necessary to
         operate your business and offer the securities being registered to 
foreign investors. If
         you have not obtained an opinion of counsel, please state that you 
have not obtained
         an opinion and explain why.
5.    We note your response to comment 7. Where certain numbers are "included 
in" or
      "eliminated from" the condensed consolidating schedule and the 
consolidated financial
      statements, please revise to include footnotes in the condensed 
consolidating schedule and
      consolidated financial statements that make note of the applicable 
amounts. Also, in an
      appropriate place in this discussion, revise to disclose that, to the 
extent cash is located in
      the PRC or within a PRC domiciled entity and may need to be used to fund 
operations
      outside of the PRC, the funds may not be available due to limitations 
placed on you by the
      PRC government.
       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
April 1, 2022 Page 2
cc:       Leland S Benton
FirstName LastName