ATIF ATIF Holdings Ltd

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 12, 2024

 

ATIF HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

British Virgin Islands		001-38876		Not Applicable
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

25391 Commercentre Dr., Ste 200, Lake Forest, CA		92630
(Address of Principal Executive Offices)		(Zip Code)

 

646-828-8710

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Ordinary Shares, $0.001 par value		ATIF		Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On December 12, 2024, ATIF Holdings Limited (the “Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications Staff (the “Staff”) stating that the Staff has determined, unless the Company timely requests an appeal of the Staff’s determination, before Nasdaq’s Hearing Panel (the “Panel”), by December 19, 2024, to delist the Company’s ordinary shares from the Nasdaq Capital Market because the Company is not in compliance with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in the Nasdaq Listing Rule 5550(b) as reported in the Company’s Annual Report on Form 10-K for the year ended July 31, 2024.

 

The notice has no immediate impact on the Company's listing and trading, as the Company intends to request a hearing before the Panel by December 19, 2024. Such request will stay any suspension or delisting action by Nasdaq pending the completion of the hearing process There can be no assurance that the Panel will grant the Company's request for additional time to demonstrate compliance of continued listing requirement or that the Company will be able meet the continued listing requirement during any compliance period or in the future. If the Panel does not grant the Company's request for additional time, its ordinary shares will be subject to delisting and the liquidity and marketability of the Company's ordinary shares would be adversely affected.

 

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a delisting notification.

 

Item 8.01 Other Events.

 

On December 17, 2024, the Company issued a press release announcing that it will change the ticker symbol of its ordinary shares listed on the Nasdaq Capital Market from “ATIF” to “ZBAI”. The change will become effective at the start of trading on December 18, 2024. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit No.		Description
99.1		ATIF Holdings Limited Press Release, dated December 17, 2024

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ATIF Holdings Limited
	By:	/s/ Jun Liu
		Jun Liu,
		Chief Executive Officer
Dated: December 17, 2024

 

 

Exhibit 99.1

 

 

ATIF Announces Change of its Nasdaq Ticker Symbol to “ZBAI”

LAKE FOREST, Calif., December 17, 2024 /GlobeNewswire/ -- ATIF Holdings Limited (NASDAQ: ATIF, the "Company" or "ATIF") announced today that the Company will be changing its ticker symbol from “ATIF” to “ZBAI”. Effective on or around Thursday, December 18, 2024, the Company’s Ordinary Shares will trade on Nasdaq under the new symbol “ZBAI”.

No action is required by existing shareholders with respect to the ticker symbol change. The Company’s Ordinary Shares will continue to be listed on Nasdaq and the CUSIP will remain unchanged.

About ATIF

 

ATIF Holdings Limited (NASDAQ: ATIF) is a Lake Forest-based business consulting company that specializes in providing professional IPO, M&A advisory and post-IPO compliance services to small and medium-sized companies seeking to go public on a stock exchange in the United States. The company has a proven track record in successfully delivering comprehensive U.S. IPO consulting services to clients primarily in the United States but also internationally. The mission of ATIF is to provide one-stop, comprehensive consulting services that guide clients through the complex and often challenging process of going public. ATIF recognizes the complexity and challenges associated with the process of going public, and endeavors to simplify it while ensuring optimal outcomes for its clients through its comprehensive consulting services. ATIF has been awarded the "Golden Bauhinia Award", the highest award in the financial and securities industry in Hong Kong, for "Top 10 Best Listed Companies". 

 

Forward-Looking Statements

 

Certain statements in this press release are "forward-looking statements" within the meaning of the "safe Harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, "estimated," "projected," Words such as "expect", "anticipate", "predict", "plan", "intend", "believe", "seek", "may", "will", "should", "future", "propose" and variations of these words or similar expressions (or the opposite of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements do not guarantee future performance, conditions or results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control and may cause actual results or achievements to differ materially from those discussed in the forward-looking statements. Important factors include future financial and operating results, including revenues, income, expenses, cash balances and other financial items; Ability to manage growth and expansion; Current and future economic and political conditions; The ability to compete in industries with low barriers to entry; The ability to obtain additional financing to fund capital expenditure in the future. Ability to attract new customers and further enhance brand awareness; Ability to hire and retain qualified management and key staff; Trends and competition in the financial advisory services industry; Pandemic or epidemic disease; Except as required by law, the Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, the Company cannot assure you that such expectations will turn out to be correct, and the Company cautions you that actual results may differ materially from the expected results expressed or implied by the forward-looking statements we make. You should not interpret forward-looking statements as predictions of future events. Forward-looking statements represent only the beliefs and assumptions of our management as of the date such statements are made. The above forward-looking statements are made as of the date of this press release.

 

Contact Information

kenny@atifchina.com

 

v3.24.4

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	001-38876
Entity Registrant Name	ATIF HOLDINGS LIMITED
Entity Central Index Key	0001755058
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	25391 Commercentre Dr.
Entity Address, Address Line Two	Ste 200
Entity Address, City or Town	Lake Forest
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92630
City Area Code	646
Local Phone Number	828-8710
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	ATIF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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