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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/14/19 ATIF Holdings Ltd POS EX 3/14/19 3:417K Toppan Vintage/FA |
Document/Exhibit Description Pages Size 1: POS EX Post-Effective Amendment to Add Exhibits HTML 51K 2: EX-1.1 Underwriting Agreement HTML 184K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 41K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATIF Holdings Limited
(Exact name of registrant as specified in its charter)
| | British Virgin Islands | | | 6531 | | | Not Applicable | |
| | (State or other jurisdiction of incorporation or organization) |
| | (Primary Standard Industrial Classification Code Number) |
| | (I.R.S. Employer Identification Number) |
|
Room 3803,
Dachong International Centre, 39 Tonggu Road
Nanshan district, Shenzhen, China
(+86) 0755-8695-0818
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26th Floor
(212) 530-2206
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
| | Ying Li, Esq. Guillaume de Sampigny, Esq. Hunter Taubman Fischer & Li LLC 1450 Broadway, 26th Floor New York, NY 10018 (212) 530-2206 |
| | William S. Rosenstadt, Esq. Mengyi “Jason” Ye, Esq. Ortoli Rosenstadt LLP 366 Madison Avenue, 3rd Floor New York, NY 10017 (212) 588-0022 |
|
Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-228750
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x
| CALCULATION OF REGISTRATION FEE | ||||||||
| Title of Each Class of Securities to Be Registered | Amount to Be Registered | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(5) | ||||
| Ordinary Shares, par value US$0.001 per share(1)(2) | 4,000,000 | 5.00 | $20,000,000 | $2,424 | ||||
| Underwriters’ warrants(3) | — | — | — | — | ||||
| Ordinary Shares underlying Underwriters’ warrants(2)(4) | 260,000 | 6.00 | $1,560,000 | $189.07 | ||||
| Total | 4,260,000 | $21,560,000 | $2,613.07 | |||||
| (1) | There is no current market for the securities or price at which the shares are being offered. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Pursuant to Rule 416 under the Securities Act, there is also being registered hereby such indeterminate number of additional Ordinary Shares of the Registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. |
| (3) | No fee required pursuant to Rule 457(g) of the Securities Act. |
| (4) | Represents Underwriter’s warrants to purchase up to an aggregate of 6.5% of the Ordinary Shares sold in the offering, at an exercise price equal to 120% of the Public Offering Price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Underwriter’s warrants is $6.00. The Underwriter’s warrants are exercisable commencing from the date of issuance, for a period of 5 years from the issuance date. |
| (5) | Previously paid. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
C:
Explanatory Note
The sole purpose of this Post-Effective Amendment No. 2 to Registration Statement on Form F-1 (File No. 333-228750) is to re-file Exhibit 1.1 and 4.2 to the Registration Statement under Item 8. No other changes have been made to the Registration Statement or the preliminary prospectus forming part thereof. Accordingly, Parts I and II of the Registration Statement have been omitted from this Post-Effective Amendment No. 2 to Registration Statement on Form F-1.
C:
The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
As submitted to the Securities and Exchange Commission on March 14, 2019
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED [ ], 2019
1,600,000 Ordinary Shares
(minimum offering amount)
4,000,000 Ordinary Shares
(maximum offering amount)
ATIF Holdings Limited
This is an initial public offering of ordinary shares of ATIF Holdings Limited. We are offering, on a best effort basis, our ordinary shares, $0.001 par value per share (“Ordinary Shares”).
Prior to this offering, there has been no public market for our Ordinary Shares. We expect the initial public offering price will be $5.00 per Ordinary Share. We are in the process of applying to list our Ordinary Shares and have reserved the symbol “ATIF” for purposes of listing our Ordinary Shares on the NASDAQ Capital Market under the symbol “ATIF.”
Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying our Ordinary Shares.
We are an “emerging growth company” as used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk Factors — Risks Related to Our Business” and “Prospectus Summary — Implications of Our Being an ‘Emerging Growth Company’” on pages 10 and 5, respectively.
| | | | Minimum offering amount | | | Maximum offering amount | | ||||||
| | | | Per ordinary share | | | Total | | | Per ordinary share | | | Total | |
| Initial public offering price | | | US $5.00 | | | US $8,000,000.00 | | | US $5.00 | | | US $20,000,000.00 | |
| Underwriter’s discount and commissions | | | US $0.32 | | | US $520,000.00 | | | US $0.31 | | | US $1,250,000.00 | |
| Proceeds to our company before expenses(1)(2) | | | US $4.68 | | | US $7,480,000.00 | | | US $4.69 | | | US $18,750,000.00 | |
| (1) | We have agreed to pay Boustead Securities LLC (the “Underwriter”) a fee equal to 6.5% of the first $10,000,000 of and 6% of any amount in excess thereof of, the gross proceeds of the offering. We have agreed to grant to the Underwriter warrants equal to 6.5% of the aggregate number of Ordinary Shares sold in the offering. See “Underwriting” in this prospectus for more information regarding our arrangements with the Underwriter. |
| (2) | The total estimated expenses related to this offering are set forth in the section entitled “Discounts, Commissions and Expenses.” |
The Underwriter is selling our Ordinary Shares in this offering on a best efforts basis. The Underwriter is not required to sell any specific number or dollar amount of Ordinary Shares but will use its best efforts to sell the Ordinary Shares offered. One of the conditions to our obligation to sell any securities through the Underwriter is that, upon the closing of the offering, the Ordinary Shares would qualify for listing on the Nasdaq Capital Market.
We do not intend to close this offering unless we sell at least the minimum number of Ordinary Shares, at the price per Ordinary Share set forth above, to result in sufficient proceeds to list our Ordinary Shares on the Nasdaq Capital Market. The offering may terminate on the earlier of (i) any time after the minimum offering amount of our Ordinary Shares is raised, or (ii) 180 days from the date of this prospectus, or the expiration date. If we can successfully raise the minimum offering amount within the offering period, the proceeds from the offering will be released to us after deducting certain escrow fees. The proceeds from the sale of the Ordinary Shares in this offering will be payable to “FinTech Clearing, as Deposit Account Agent for the investors in ATIF Holdings Limited” and will be deposited in a separate (limited to funds received on behalf of us) non-interest bearing trust bank account until the minimum offering amount is raised. If we do not raise the minimum offering amount of $8,000,000, we will not conduct a closing of this offering and will return to investors all amounts previously deposited by them in escrow, without interest or deduction.
Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated [•], 2019.
C:
* Previously filed.
** Filed herewith.
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shenzhen, People’s Republic of China, on March 14, 2019.
| ATIF Holdings Limited | ||
| By: | /s/ Qiuli Wang | |
| Ms. Qiuli Wang | ||
| President, Chief Executive Officer, and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |||
| /s/ Qiuli Wang | President, Chief Executive Officer, and Director | March 14, 2019 | |||
| Name: Qiuli Wang | (principal executive officer) | ||||
| /s/ Fang Cheng | Chief Financial Officer | March 14, 2019 | |||
| Name: Fang Cheng | (principal accounting officer) | ||||
| /s/ Qiang Chen | Director | March 14, 2019 | |||
| Name: Qiang Chen | |||||
| * By: | /s/ Qiuli Wang | ||||
Name: Qiuli Wang Attorney-in-Fact |
|||||
C:
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on March 14, 2019.
| Hunter Taubman Fischer & Li LLC | ||
| By: | /s/ Ying Li | |
| Name: Ying Li | ||
| Title: Partner and Member | ||
C:
| This ‘POS EX’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 3/14/19 | None on these Dates | ||
| List all Filings | ||||