IPO - ATIF Holdings Ltd

Form Type: S-1

Filing Date: 2025-03-21

Corporate Action: Ipo

Type: New

Accession Number: 000101376225001120

Filing Summary: ATIF Holdings Limited has filed a Registration Statement on Form S-1 with the SEC for an initial public offering (IPO) of up to 2,467,553 Ordinary Shares underlying Restricted Warrants. This registration is a consequence of a securities purchase agreement dated February 4, 2025, which outlines the sale of 1,580,000 Ordinary Shares and pre-funded warrants to non-affiliated institutional investors for gross proceeds of approximately $2.5 million. As part of their advanced growth strategy, the company aims to assist small and medium-sized enterprises (SMEs) in going public, showcasing their commitment to financial consulting services. The company’s efforts include an emphasis on navigating challenges related to compliance with U.S. securities laws, after divesting from certain PRC subsidiaries. Additionally, there's a focus on re-establishing compliance with NASDAQ listing rules after a temporary warning about share price, affirming their operational resilience. The prospectus warns of high investment risks, emphasizing the speculative nature of the offering and potential share price volatility.

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Form Type: 424B5

Filing Date: 2025-02-05

Corporate Action: Ipo

Type: New

Accession Number: 000121390025010323

Filing Summary: ATIF Holdings Ltd is offering 1,580,000 ordinary shares at a purchase price of US$1.00 each, along with certain pre-funded warrants to purchase up to 887,553 additional ordinary shares. The purchase price of each pre-funded warrant is US$0.99. This offering is being conducted under a securities purchase agreement with an institutional investor dated February 4, 2025. The pre-funded warrants can be exercised immediately at an exercise price of US$0.01. Additionally, ATIF is conducting a concurrent private placement offering of warrants to purchase an aggregate of up to 2,467,553 ordinary shares, with an exercise price of $1.20, which will expire five and a half years from the date of issuance. Both the warrants and ordinary shares are not registered under the Securities Act. The net proceeds from this offering, estimated at approximately US$2.1 million, will be used for general corporate purposes. The last reported sale price of ordinary shares on February 4, 2025, was US$1.20. This document summarizes significant terms relevant to the offering, including the risks associated with the securities, the use of proceeds, restrictions on sales by company insiders, and details regarding the market for the provided securities.

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