UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 15, 2025, ATIF Holdings Limited (the “Company”) entered into a certain securities purchase agreement (the “SPA”) with certain purchasers whom are “non-U.S. Persons” (the “Investors”) as defined in Regulation S of the Securities Act, pursuant to which the Company agreed to sell an aggregate of 5,434,782 Class A ordinary shares (the “Shares”), par value $0.001 per share. The purchase price of each Share is $0.368, and the aggregate purchase price will be approximately $2 million (the “Offering”).
The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Investors are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.
The closing of the Offering is subject to the satisfaction or waiver of the various conditions to closing set forth in the SPA. The Shares to be issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.
The net proceeds of the Offering shall be used by the Company in connection with the Company’s working capital, including but not limited to the planned blockchain and cryptocurrency mining operation, and general corporate purposes, or other related business as approved by the board of directors of the Company.
The form of the SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibit
| No. | Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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/ Dr. Kamran Khan | |
| Dr. Kamran Khan | ||
| Chief Executive Officer | ||
| Dated: July 21, 2025 | ||
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