UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-38876
ATIF Holdings Limited
(Translation of registrant’s name into English)
420 Goddard
Irvine, CA
308-888-8888
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Closing of an Acquisition
As previously disclosed, on July 30, 2026, ATIF
Holdings Limited (the “Company”) entered into an acquisition agreement (the “Acquisition Agreement”)
with GoldCoin Labs Limited, a British Virgin Islands business Company (“GoldCoin”) and the sole shareholder of GoldCoin
(the “Shareholder”), pursuant to which the Company agreed to acquire all equity interests of GoldCoin from the Shareholder
(the “Acquisition”).
On September 9, 2026, the Company became the 100%
shareholder of GoldCoin, and issued 2,815,005 ordinary shares, par value $0.001 per share (the “Ordinary Shares”) to
the Shareholder. Accordingly, the Acquisition was closed on September 9, 2026, upon satisfaction of all closing conditions as set forth
in the Acquisition Agreement or wavier thereof. Immediately following the closing of the Acquisition, the Company has 22,128,378 Ordinary
Shares issued and outstanding.
Concurrently with the furnishing of this report,
the Company is also issuing a press release announcing the closing of the acquisition. A copy of the press release is furnished as Exhibit
99.1 hereto.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Acquisition Agreement by and among the Company, GoldCoin and the Shareholder (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on July 31, 2026) |
| 10.2 |
|
Form of the Lock-Up Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 6-K filed with the SEC on July 31, 2026) |
| 99.1 |
|
Press Release |
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, thereunto
duly authorized.
| Dated: September 10,
2026 |
ATIF Holdings Limited |
| |
|
| |
By: |
/s/ Dr. Kamran Khan |
| |
Name: |
Dr. Kamran Khan |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
ATIF Holdings Limited Completes Acquisition
of GoldCoin Labs, Expanding into Gold-Backed Digital Asset Sector
IRVINE, Calif., Sept. 10, 2026 (GLOBE NEWSWIRE)
-- ATIF Holdings Limited (Nasdaq: AUC) (the “Company”), a Nasdaq-listed holding company, today announced the completion of
its acquisition of GoldCoin Labs Limited (“GoldCoin”), a British Virgin Islands company developing gold-backed digital asset
issuance infrastructure.
As previously announced on July 30, 2026, the
Company entered into a definitive acquisition agreement with GoldCoin and its sole shareholder (the “GoldCoin Shareholder”)
to acquire all equity interests of GoldCoin (the “Acquisition Agreement”). On September 9, 2026, the Company became the 100%
shareholder of GoldCoin and issued 2,815,005 ordinary shares of the Company, par value $0.001 per share (each, an “Ordinary Share”,
and collectively, the “Ordinary Shares”), to GoldCoin Shareholder as consideration. The consideration was valued at approximately
$20 million, based on a five-trading-day volume-weighted average price mechanism specified in the Acquisition Agreement.
Immediately following the closing, the Company
has 22,128,378 Ordinary Shares issued and outstanding.
Strategic Rationale
GoldCoin, incorporated in December 2025, is developing
the issuance and related infrastructure for Metra Gold (GOLDM), a tokenized digital representation of physical gold. Each GOLDM token
is intended to represent one gram of fine gold meeting London Bullion Market Association Good Delivery requirements and is intended to
be backed on a 1:1 basis by physical gold. GoldCoin’s business model contemplates token issuance and redemption, third-party custody
of underlying gold, reserve verification, and blockchain-based transfer and settlement.
The Company’s board of directors obtained
an independent fairness opinion from Pinetree Advisory and Valuation Limited, which concluded that the transaction is fair from a financial
point of view to the Company and its shareholders. The board unanimously approved the transaction after considering the strategic rationale,
market opportunity, and regulatory considerations, among other things.
The board believes the acquisition provides the
Company with exposure to the growing tokenized real-world asset sector through GoldCoin’s gold-tokenization platform, complementing
the Company’s existing digital-asset strategy. Since June 2025, the Company has started to explore various digital assets business
including purchase and mining of bitcoins, investments in tokens such as AI Agent Proxy Protocol (AIAPP) etc. The acquisition of
GoldCoin is expected to further diversify the Company’s business, expand its potential revenue sources, and provide a scalable platform
for future product development and commercial collaborations.
Lock-Up Agreement
In connection with the closing, GoldCoin Shareholder
entered into a 180-day lock-up agreement, commencing on September 9, 2026, covering the Ordinary Shares it received pursuant to the Acquisition
Agreement, subject to the terms and exceptions set forth therein.
About ATIF Holdings Limited
Since its Nasdaq listing in April 2019,
ATIF Holdings Limited has provided business advisory, M&A planning, and financial consulting services to small and medium-sized enterprises
across Hong Kong, the United States, and Singapore, covering the full advisory lifecycle including due diligence reviews, business plan
preparation, corporate restructuring, pre-IPO training, and investor sourcing. Since June 2025, the Company also started to explore digital
assets related business.
Forward-Looking Statements
This press release contains forward-looking statements,
including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements regarding the proposed acquisition of Best Praise, the expected benefits of the
acquisition, the anticipated complementary nature of the acquired patent portfolio, the potential for product development, licensing,
commercialization or other opportunities arising from the acquired intellectual property, the expected impact on the Company’s asset
base and capital position, and the Company’s long-term business strategy. These forward-looking statements involve known and unknown
risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company
believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these
forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions. Important factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements include, but are not limited to, regulatory changes, market conditions,
competition, technology development, and the ability to successfully integrate and operate acquired businesses and other risks and uncertainties
described in the Company’s most recent annual report on Form 20-F and other filings with the U.S. Securities and Exchange Commission.
The development, implementation, and availability of GoldCoin’s products and services remain subject to applicable regulatory requirements,
custody and reserve arrangements, technology development, and market adoption. The Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except to the extent required by law.
Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from
the anticipated results.
Contact:
kamrankhan@zbai.co
Chief Executive Officer
ATIF Holdings Ltd
