ATIF to raise ~$29.34M via Reg S units with warrants

Rhea-AI Filing Summary

ATIF Holdings Limited entered into a Securities Purchase Agreement with certain non‑U.S. investors under Regulation S to sell up to 9,000,000 units at $3.26 per unit, for an aggregate purchase price of approximately $29.34 million, subject to closing conditions. Each unit includes one ordinary share and a warrant to buy one share at an initial exercise price of $4.89.

The warrants are exercisable immediately, may be exercised cashlessly after six months if no effective registration statement or current prospectus is available for the warrant shares, and expire five years from issuance. Net proceeds will be used for working capital or other general corporate purposes.

Insights

Capital markets analyst

Reg S unit financing with immediate-exercise warrants; proceeds for operations.

ATIF plans a Regulation S sale of up to $29.34M in units, each with one share and a warrant. The unit price is $3.26, and the warrant strike is $4.89. This structure raises cash while adding potential future share issuance if warrants are exercised.

The warrants are exercisable immediately and expire in five years, with cashless exercise allowed after six months if resale registration is not effective. Anti‑dilution adjustments apply for stock splits and similar events, which is standard.

Closing is conditioned by the SPA; actual proceeds and dilution depend on how much is sold and future warrant exercises. Use of proceeds is stated as working capital and general corporate purposes.

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 October 2025

Commission File Number: 001-38876

ATIF Holdings Limited

(Translation of registrant’s name into English)

420 Goddard,

Irvine, CA 92618

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 ☐

Entry into Material Definitive Agreements

On October 8, 2025, the Company entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell up to an aggregate of 9,000,000 units (the “Units”), each Unit consisting of one ordinary share of the Company, par value $0.001 per share (“Share”) and one warrant to purchase one Share (“Warrant”) with an initial exercise price of $4.89 per Share, at a price of $3.26 per Unit (“Purchase Price”) for an aggregate purchase price of approximately $29.34 million (the “Offering”). The net proceeds from such Offering will be used for working capital or other general corporate purposes.s

The Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $4.89 per Share for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions.

The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers 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 will be subject to the satisfaction of all of the closing conditions set forth in the SPA.

The forms of the SPA and the Warrant are filed as Exhibits 99.1 and 99.2, respectively, to this Form 6-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and Warrant, 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.

Exhibits

Exhibit No.		Description
99.1		Form of Securities Purchase Agreement
99.2		Form of Warrant

1

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: October 15, 2025	ATIF Holdings Limited
	By:	/s/ Kamran Khan
	Name:	Dr. Kamran Khan
	Title:	Chief Executive Officer

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FAQ

What did ATIF Holdings (ZBAI) announce in this 6-K?

ATIF agreed to sell up to 9,000,000 units at $3.26 per unit to non‑U.S. investors under Regulation S, for approximately $29.34 million, subject to closing.

What is included in each ATIF (ZBAI) unit?

Each unit includes one ordinary share and one warrant to buy one share at an initial exercise price of $4.89.

When can the ATIF (ZBAI) warrants be exercised and when do they expire?

The warrants are exercisable immediately and expire five years from their issuance date.

Is cashless exercise available for the ATIF (ZBAI) warrants?

Yes. After six months, warrants may be exercised cashlessly if there is no effective registration statement or current prospectus for the warrant shares.

How will ATIF (ZBAI) use the offering proceeds?

Net proceeds are designated for working capital or other general corporate purposes.

What conditions apply to closing the ATIF (ZBAI) offering?

Closing is subject to the satisfaction of the SPA’s closing conditions.