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United States securities and exchange commission logo
January 12, 2023
Jun Liu
Chief Executive Officer
ATIF Holdings Ltd
25391 Commercentre Dr., Ste 200
Lake Forest, CA 92630
Re: ATIF Holdings Ltd
Registration
Statement on Form S-3
Filed December 21,
2022
File No. 333-268927
Dear Jun Liu:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed December 21, 2022
Prospectus Cover Page, page i
1. It is not clear from
your disclosure where your clients are located. To the extent
applicable, please
provide prominent disclosure about the legal and operational risks
associated with having
the majority of the company s business or customers being located
in China or Hong Kong.
Your disclosure should make clear whether these risks could
result in a material
change in your operations and/or the value of the securities you are
registering for sale or
could significantly limit or completely hinder your ability to offer or
continue to offer
securities to investors and cause the value of such securities to
significantly decline
or be worthless. Your disclosure should address how recent
statements and
regulatory actions by China s government, such as those related to data
security or
anti-monopoly concerns, have or may impact the company s ability to conduct
Jun Liu
FirstName LastNameJun Liu
ATIF Holdings Ltd
Comapany
January 12,NameATIF
2023 Holdings Ltd
January
Page 2 12, 2023 Page 2
FirstName LastName
its business. Your prospectus should address, but not necessarily be
limited to, the risks
highlighted on the prospectus cover page
2. Please provide a description of how cash is transferred through your
organization. State
whether any transfers, dividends, or distributions have been made to
date between the
holding company, its subsidiaries, or to investors, and quantify the
amounts where
applicable. Provide a cross-references to the consolidated financial
statements.
3. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries, or investors, please summarize the
policies on your cover
page and in the prospectus, and disclose the source of such policies
(e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively,
state on the cover page
and in the prospectus that you have no such cash management policies
that dictate how
funds are transferred. Provide a cross-reference on the cover page to
the discussion of this
issue in the prospectus.
The Company, page 2
4. We note disclosure here that you are now headquartered in California,
USA and that your
goal is to become an international financial consulting company
with clients and offices
throughout North America and Asia. Please disclose where your
officers, directors and
key employees are located. In addition, please disclose where your
clients are located.
Finally, with a view towards disclosure, please tell us how much of
your current business
activity is connected with China or Hong Kong. In this regard, we note
that revenues
recognized from activities in China represent 83.5%of your total net
revenues for the year
ended July 31, 2021.
5. To the extent one or more of your directors, officers or members of
senior management
are located in the PRC/Hong Kong, please include a new
Enforceability section,
consistent with Item 101(g) of Regulation S-K, and please add a new
risk factor
addressing the challenges of bringing actions and enforcing
judgments/liabilities against
such individuals.
Corporate Structure, page 3
6. Please revise the corporate structure diagram on page 3 to show the
owners of the
remaining equity interests in ATIF Southern LLC and ATIF-1 LP.
7. Please provide a clear description of how cash is transferred through
your organization.
Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company, and its subsidiaries, and the direction of
transfer. Quantify any
dividends or distributions that a subsidiary have made to the holding
company and which
entity made such transfer, and their tax consequences. Similarly
quantify dividends or
distributions made to U.S. investors, the source, and their tax
consequences. Your
disclosure should make clear if no transfers, dividends, or
distributions have been made to
date. Describe any restrictions on foreign exchange and your ability
to transfer cash
Jun Liu
FirstName LastNameJun Liu
ATIF Holdings Ltd
Comapany
January 12,NameATIF
2023 Holdings Ltd
January
Page 3 12, 2023 Page 3
FirstName LastName
between entities, across borders, and to U.S. investors. Describe any
restrictions and
limitations on your ability to distribute earnings from the company,
including your
subsidiaries to the parent company and U.S. investors.
Recent Regulatory Development, page 4
8. As applicable, please disclose each permission or approval that you,
or your subsidiaries,
are required to obtain from Chinese authorities to operate your
business. State whether
you, or your subsidiaries, are covered by permissions requirements
from the China
Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC)
or any other governmental agency that is required to approve your
operations, and state
affirmatively whether you have received all requisite permissions or
approvals and
whether any permissions or approvals have been denied. Please also
describe the
consequences to you and your investors if you, or your subsidiaries:
(i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
or approvals are not required, or (iii) applicable laws, regulations,
or interpretations
change and you are required to obtain such permissions or approvals in
the future.
Summary Consolidated Financial and Operating Data, page 5
9. According to your Form F-1, Amendment 1, your revenues recognized
from activities in
China represent 83.5%, 94% and 100% of our total net revenues for the
years ended July
31, 2021, 2020 and 2019 For the financial year ended July 31,
2021, which are
incorporated by reference into your filing, we note that the
consolidated VIEs constitute a
material part of your consolidated financial statements. Please
provide in tabular form a
condensed consolidating schedule that disaggregates the operations and
depicts the
financial position, cash flows, and results of operations as of the
same dates and for the
same periods for which audited consolidated financial statements are
required. The
schedule should present major line items, such as revenue and cost of
goods/services, and
subtotals and disaggregated intercompany amounts, such as separate
line items for
intercompany receivables and investment in subsidiary. The schedule
should also
disaggregate the parent company, the VIEs and its consolidated
subsidiaries, the WFOEs
that are the primary beneficiary of the VIEs, and an aggregation of
other entities that are
consolidated. The objective of this disclosure is to allow an investor
to evaluate the nature
of assets held by, and the operations of, entities apart from the VIE,
as well as the nature
and amounts associated with intercompany transactions. Any
intercompany amounts
should be presented on a gross basis and when necessary, additional
disclosure about such
amounts should be included in order to make the information presented
not misleading.
Risk Factors, page 10
10. As applicable, in your risk factors, disclose the risks of having the
majority of the
company s operations in or revenues from China or Hong Kong poses to
investors. In
particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
references to the more detailed discussion of these risks in the
prospectus. For example,
Jun Liu
ATIF Holdings Ltd
January 12, 2023
Page 4
specifically discuss risks arising from the legal system in China,
including risks and
uncertainties regarding the enforcement of laws and that rules and
regulations in China
can change quickly with little advance notice; and the risk that the
Chinese government
may intervene or influence your operations at any time which could
result in a material
change in your operations and/or the value of the securities you are
registering for sale.
11. Given the Chinese government s significant oversight and discretion
over the conduct of
your business in China, please revise to highlight separately the risk
that the Chinese
government may intervene or influence your operations at any time,
which could result in
a material change in your operations and/or the value of the
securities you are registering.
12. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please revise your disclosure to explain how this oversight
impacts your
business and your offering and to what extent you believe that you are
compliant with the
regulations or policies that have been issued by the CAC to date.
13. Please disclose the risks associated with winding-up your VIE
structure.
Exhibit Index
Exhibit 5.1, page II-2
14. Please have counsel revise the legal opinion to also state that the
warrants will be binding
obligations under the law of the jurisdiction governing the warrant
agreement. Refer to
Staff Legal Bulletin No. 19 for guidance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at
202-551-8071 with
any questions.
FirstName LastNameJun Liu Sincerely,
Comapany NameATIF Holdings Ltd
Division of
Corporation Finance
January 12, 2023 Page 4 Office of Trade
& Services
FirstName LastName