Company Description
ATIF Holdings Limited (NASDAQ: ZBAI) is a Lake Forest, California-based business consulting company in the financial services sector. According to company disclosures, it specializes in providing professional IPO advisory, M&A advisory and post-IPO compliance consulting services to small and medium-sized enterprises seeking to list on a stock exchange in the United States. The company is categorized in the capital markets industry and has historically generated revenues from consulting services.
ATIF states that its mission is to offer one-stop, comprehensive consulting services that guide clients through the complex process of going public in the U.S. equity markets. Its work includes assisting small and medium-sized companies that aim to access U.S. capital markets, and it has reported a track record of successfully delivering U.S. IPO consulting services to clients primarily in the United States and also internationally. ATIF has noted that it recognizes the complexity and challenges of going public and seeks to simplify that process for its clients through its consulting capabilities.
The company has received recognition in the Hong Kong financial community. It reports that it was awarded the “Golden Bauhinia Award,” described as a high-level award in the financial and securities industry in Hong Kong, in the category of “Top 10 Best Listed Companies.” This distinction is presented by ATIF as validation of its performance and reputation in the capital markets arena.
Business focus and consulting activities
ATIF operates as a consulting service business. Earlier descriptions of the company indicate that it provides financial consulting services to small and medium-sized enterprises and that it operates through a single operating segment focused on consulting services. Its consulting activities are centered on IPO planning and execution, merger and acquisition advisory work, and post-IPO compliance services for companies that intend to or have already listed on U.S. exchanges.
In its public communications, ATIF highlights specific client outcomes as evidence of its consulting role. For example, it has reported that New Century Logistics (BVI) Limited, a freight forwarding service provider founded and based in Hong Kong, completed an initial public offering and began trading on Nasdaq after being consulted by ATIF. This type of engagement illustrates how ATIF positions itself as an advisor throughout the listing process for clients targeting U.S. capital markets.
Capital markets and financing activities
As a Nasdaq-listed issuer, ATIF participates in capital markets transactions for its own financing needs. Company filings and press releases describe the use of registered direct offerings, private placements, and Regulation S offerings to raise working capital and fund corporate initiatives. For example, ATIF has disclosed a registered direct offering and concurrent private placement with an institutional investor, as well as separate securities purchase agreements with non-U.S. investors under Regulation S for the sale of ordinary shares and units consisting of shares and warrants.
These transactions have been used to support general corporate purposes, working capital, and specific planned business lines such as blockchain and cryptocurrency mining operations. The company has also undertaken a reverse share split of its ordinary shares, with the stated objective of regaining compliance with Nasdaq’s minimum bid price requirement. Subsequent Nasdaq correspondence, as reported in a Form 6-K, indicates that ATIF later regained compliance with the minimum bid price rule after the reverse split took effect.
Exploration of Bitcoin and digital asset-related business
In addition to its consulting business, ATIF has publicly announced a strategic diversification into the Bitcoin (BTC) sector. The company has outlined an initiative to accumulate BTC through direct purchases in the open market and through mining operations. It has described a hybrid approach that includes direct acquisition of BTC, building and operating proprietary BTC mining facilities, and potentially acquiring existing BTC mining sites.
ATIF has stated that it has tentatively selected West Texas as the primary location for proprietary mining operations, citing factors such as a favorable regulatory environment for digital asset mining, land availability and a deregulated electricity market with competitive power costs. The company has also indicated that it aims to implement power utilization strategies to reduce production costs and improve operational efficiency. Public statements from ATIF note that it has already purchased BTC in the open market and plans to continue doing so.
Planned acquisition in the Web2 and Web3 space
ATIF has announced that it entered into a non-binding letter of intent to acquire Mask Global Market Co. Ltd. (“Mask Global”), a company formed under Ontario law and headquartered in Dubai. Mask Global’s stated business and goal are to serve as a bridge connecting Web2 and Web3 by operating as a traditional cryptocurrency exchange and collaborating to promote a strictly regulated all-in-one super app and wallet service designed to make payment and wealth management services in the Web3 environment more accessible.
Under the letter of intent, ATIF proposes to acquire 100% of Mask Global’s equity through the issuance of ATIF Class A ordinary shares to Mask Global’s current shareholders. The letter of intent describes an exclusivity period and notes that the final consideration would depend on due diligence, audited financial statements and negotiations, with reference to a prior valuation report of Mask Global. The document is explicitly non-binding with respect to key economic terms, and both parties retain the right to terminate the letter of intent unilaterally. ATIF has cautioned that there can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed.
Regulatory status and listing
ATIF Holdings Limited is incorporated in the British Virgin Islands and its ordinary shares trade on the Nasdaq Capital Market under the symbol ZBAI. The company has disclosed that, as of a specified measurement date, it qualified as a “foreign private issuer” under the U.S. Securities Exchange Act of 1934. As a foreign private issuer, ATIF is exempt from certain provisions applicable to U.S. domestic public companies, such as the requirement to file quarterly reports on Form 10-Q, certain proxy solicitation rules, Regulation FD selective disclosure provisions, and insider reporting and short-swing profit rules under the Exchange Act. It is also permitted to follow certain home country corporate governance practices in lieu of some Nasdaq requirements, including matters related to board composition and the issuance of securities under specific circumstances.
ATIF’s filings also document its interactions with Nasdaq regarding continued listing standards. The company received a notice from Nasdaq for failing to maintain the minimum bid price requirement and was granted a period to regain compliance. ATIF later reported that Nasdaq confirmed the company had regained compliance after its share price met the minimum bid price threshold for the required number of consecutive business days.
Geographic footprint and client base
ATIF describes itself as based in Lake Forest, California, and its more recent press releases reference operations in the broader Irvine and Lake Forest area in California. Earlier descriptions indicate that the company has generated significant revenue from consulting services provided to clients in Hong Kong. In its own materials, ATIF notes that it serves clients primarily in the United States but also internationally, reflecting a cross-border consulting focus for companies seeking access to U.S. capital markets.
Its advisory work with New Century Logistics, a Hong Kong-based freight forwarding service provider, illustrates ATIF’s role in supporting international companies that pursue Nasdaq listings. This combination of a U.S. base and international client engagements positions ATIF within the global capital markets consulting niche, particularly for small and medium-sized enterprises targeting U.S. exchanges.
Position within the financial services and capital markets sector
Within the broader financial services sector, ATIF is positioned as a capital markets-focused consulting firm rather than a traditional bank, broker-dealer, or asset manager. Its activities, as described in its public communications, center on advisory services around IPOs, M&A transactions, and post-IPO regulatory compliance. By also exploring Bitcoin-related business and a potential acquisition of a cryptocurrency exchange operator, ATIF is extending its activities into digital asset infrastructure and Web3-related services.
Investors and analysts reviewing ATIF typically consider its dual focus on consulting services and emerging digital asset initiatives, its status as a foreign private issuer, and its reliance on capital markets transactions for corporate financing. Company news and SEC filings provide insight into how ATIF structures its offerings of shares and warrants, manages listing compliance, and pursues new business lines in areas such as BTC mining and Web3-related services.