View:
United States securities and exchange commission logo
March 1, 2023
Jun Liu
Chief Executive Officer
ATIF Holdings Ltd
25391 Commercentre Dr., Ste 200
Lake Forest, CA 92630
Re: ATIF Holdings Ltd
Amendment No. 1 to
Registration Statement on Form S-3
Filed February 10,
2022
File No. 333-268927
Dear Jun Liu:
We have reviewed your amended registration statement and have the
following
comment. In our comment, 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 comment applies 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.
Unless we note
otherwise, our references to prior comments are to comments in our
January 12, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-3 filed February 10,
2023
Recent Regulatory Development, page 5
1. We note your response
to comment 8 and your revised disclosure, including specifically
your reliance on the
Yuan Tai Law Offices as to certain legal matters. Please file as an
exhibit to the
registration statement a consent from the Yuan Tai Law Offices to being
named in the
registration statement, and please add the firm and the scope of its
engagement to the Legal
Matters section of the prospectus.
Jun Liu
FirstName LastNameJun Liu
ATIF Holdings Ltd
Comapany
March NameATIF Holdings Ltd
1, 2023
March2 1, 2023 Page 2
Page
FirstName LastName
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services