6-K
ATIF Holdings Ltd (ZBAI)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of January, 2021
CommissionFile Number: 001-38876
ATIFHOLDINGS LIMITED
Room2803,
DachongBusiness Centre, Dachong 1st Road,
NanshanDistrict, Shenzhen, China
(Addressof 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On February __, 2021, ATIF Holdings Limited (the “Company”) issued a press release announcing the closing of the transaction contemplated by its previously announced Sale and Purchase Agreement Regarding Issued Shares of Leaping Group Co., Ltd. (the “Agreement”), pursuant to which the Company sold all of its shares of Leaping Group Co., Ltd. (“Leaping”), to Jiang Bo, Jiang Tao and Wang Di (collectively, the “Buyers”) in exchange for (i) 5,555,548 ordinary shares of the Company owned by the Buyers and (ii) payment by the Buyers in the amount of US$2,300,000 plus interest at an interest rate of 10% per annum on the unpaid amount if the principal amount of US$2,300,000 is not paid by January 14, 2022. All principal and accrued and unpaid interest shall be due on January 14, 2023. The closing of the Agreement took place on January 29, 2021 and Leaping is no longer a subsidiary of the Company. Certain unaudited pro forma condensed financial information given effect to the sale of Leaping pursuant to the Agreement is attached hereto as Exhibit 99.1. A copy of the press release is attached as Exhibit 99.2 to this Form 6-K.
The description of the Agreement is qualified in its entirety by reference to the Shares Sale and Purchase Agreement, a copy of which is attached as Exhibit 99.1 to the Form 6-K furnished with the Securities and Exchange Commission (“SEC) on January 19, 2021.
This Form 6-K, including all exhibits attached hereto, is hereby incorporated by reference into the Registrant’s Registration Statements on Form F-3 filed with the Securities and Exchange Commission on June 12, 2020 (Registration file numbers 333-239131), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
| ATIF Holdings Limited | ||
|---|---|---|
| By: | /s/<br>Pishan Chi | |
| Pishan<br> Chi<br><br> <br>Chief<br> Executive Officer | ||
| Dated: February 4, 2021 |
2
EXHIBITINDEX
3
Exhibit 99.1
ATIF Holdings Limited
INTRODUCTION TO THE UNAUDITED PRO FORMACONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial information of ATIF Holdings Limited (“ATIF” or “the Company”) give effect to the sale of the Leaping Group Company, a Cayman Island exempt company (“LGC”), which is engaged in the multi-channel advertising business, event planning and execution business, film production business and movie theater operating business (collectively “media business”).
On January 14, 2021, the Company entered into a Sale and Purchase Agreement regarding issued shares of Leaping Group Co., Ltd. (the “Agreement”) with Jiang Bo (“Bo”), Jiang Tao (“Tao”) and Wang Di (“Di”, Bo and Tao, collectively the “Buyers”). Pursuant to the Agreement, the Company sold all of its 51.2% equity interest of LGC, to the Buyers in exchange for (i) 5,555,548 ordinary shares of the Company owned by the Buyers, and (ii) payment by the Buyers in the amount of US$2,300,000 plus interest at an interest rate of 10% per annum on the unpaid amount if the principal amount of US$2,300,000 is not paid by January 14, 2022 (the “Transaction”). All principal and accrued and unpaid interest shall be due on January 14, 2023. The parties closed the Transaction on January 29, 2021 and LGC is no longer be a subsidiary of the Company.
The historical financial information of ATIF set forth below has been derived from the historical audited consolidated financial statements of ATIF included in the Form 20-F for the year ended July 31, 2020. The unaudited pro forma consolidated statements of income were prepared as if the transaction occurred as of August 1, 2019. The unaudited pro forma consolidated balance sheet as of July 31, 2020 was prepared as if the transaction occurred on that date.
The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable as of the date of this filing. However, actual adjustments may differ materially from the information presented. The adjustments are directly attributable to the transaction and are expected to have a continuing impact on the financial position and results of operations of ATIF. The statements of income do not reflect any adjustments for nonrecurring items. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma financial information have been made.
The unaudited pro forma financial information, including notes thereto, should be read in conjunction with the historical financial statements of ATIF included in Form 20-F for the year ended July 31, 2020.
The unaudited pro forma consolidated financial statements presented do not purport to represent what the results of operations or financial position of ATIF would actually have been had the transaction occurred on the dates presented nor is it intended to be indicative of future results of operations or financial position of ATIF.
ATIF Holdings Limited
UNAUDITED PRO FORMA CONDENSED BALANCESHEETS
As of July 31, 2020
| ATIF As of July 31, 2020 | Pro Forma Adjustment | **** | Pro Forma Financial Data | ||||
|---|---|---|---|---|---|---|---|
| ASSETS | **** | ||||||
| CURRENT ASSETS | **** | ||||||
| Cash and cash equivalents | $ | 428,258 | $ | 2,281,398 | (a)(b) | $ | 2,709,656 |
| Accounts receivable, net | 939,392 | (939,392 | )(a) | - | |||
| Inventories | 46,778 | (46,778 | )(a) | - | |||
| Deposits | 743,122 | (375,392 | )(a) | 367,730 | |||
| Investment in trading securities | 918,675 | - | **** | 918,675 | |||
| Investment in life insurance contract | 1,290,289 | - | **** | 1,290,289 | |||
| Prepaid expenses and other current assets | 870,951 | (174,420 | ) | 696,531 | |||
| Total current assets | 5,237,465 | 745,416 | **** | 5,982,881 | |||
| Property and equipment, net | 2,623,391 | (2,017,151 | )(a) | 606,240 | |||
| Intangible assets, net | 7,925,102 | (7,594,646 | )(a)(c) | 330,456 | |||
| Deferred film production cost | 328,308 | (328,308 | )(a) | - | |||
| Goodwill | 25,902,394 | (25,902,394 | )(a)(c) | - | |||
| Right-of- use assets, net | 3,768,418 | (3,147,825 | )(a) | 620,593 | |||
| TOTAL ASSETS | $ | 45,785,078 | $ | (38,244,908 | ) | $ | 7,540,170 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | **** | ||||||
| CURRENT LIABILITIES | **** | ||||||
| Bank borrowings | $ | 143,248 | $ | (143,248 | )(a) | $ | - |
| Accounts payable | 1,069,177 | (1,068,695 | )(a) | 482 | |||
| Deferred revenue | 1,063,642 | (551,404 | )(a) | 512,238 | |||
| Taxes payable | 4,004,164 | (3,344,048 | )(a) | 660,116 | |||
| Accrued expenses and other current liabilities | 753,866 | (312,516 | )(a) | 441,350 | |||
| Operating lease liabilities, current | 750,350 | (316,446 | )(a) | 433,904 | |||
| Total current liabilities | 7,784,447 | (5,736,357 | ) | 2,048,090 | |||
| Operating lease liabilities, noncurrent | 3,382,889 | (3,179,625 | )(a) | 203,264 | |||
| Total liabilities | 11,167,336 | (8,915,982 | ) | 2,251,354 | |||
| Total stockholders’ equity | 17,403,259 | (12,114,443 | )(b)(d) | 5,288,816 | |||
| Noncontrolling interests | 17,214,483 | (17,214,483 | )(a) | - | |||
| TOTAL LIABILITIES AND EQUITY | $ | 45,785,078 | $ | (38,244,908 | ) | $ | 7,540,170 |
2
UNAUDITED PRO FORMA CONDENSED COMBINEDSTATEMENTS OF OPERATIONS
For the year ended July 31, 2020
| ATIF | Pro Forma Adjustment | Pro Forma Financial Data | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 685,999 | $ | (40,872 | )(a) | $ | 645,127 | ||
| Cost of revenues | (227,410 | ) | 223,342 | (a) | (4,068 | ) | |||
| Gross profit | 458,589 | 182,470 | 641,059 | ||||||
| Total operating expenses | (17,718,007 | ) | 10,625,945 | (a) | 7,092,062 | ||||
| Total other income | 45,314 | (75,891 | )(a) | (30,577 | ) | ||||
| Loss before income taxes | (17,214,104 | ) | 10,732,524 | (6,481,580 | ) | ||||
| Provision (benefits) for income taxes | 76,264 | - | 76,264 | ||||||
| Net loss | $ | (17,290,368 | ) | $ | 10,732,524 | $ | (6,557,844 | ) | |
| Basic and diluted earnings per share | $ | (0.37 | ) | $ | (0.17 | ) | |||
| Weighted-average shares | 39,790,520 | 5,555,548 | (b) | 38,272,610 |
3
NOTES TO UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(Expressed in U.S. dollar, except forthe number of shares)
The following unaudited pro forma condensed combined financial information describes the pro forma effect of our disposal of Leaping on our balance sheet as of July 31, 2020 and our statement of income for the year ended July 31, 2020, respectively.
| (1) | DISPOSAL OF LeapingGroup Co., Ltd. (“LGC”) |
|---|
On January 14, 2021, the Company entered into a Agreement with Buyers. Pursuant to the Agreement, the Company will sell 51.2% equity interest of LGC, a Cayman Island exempt company and majority-owned subsidiary of LGC in exchange for (i) 5,555,548 ordinary shares of the Company owned by the Buyers and (ii) payment by the Buyers in the amount of US$2,300,000 plus interest at an interest rate of 10% per annum on the unpaid amount if the principal amount of US$2,300,000 is not paid by January 14, 2022. All principal and accrued and unpaid interest shall be due on January 14, 2023. The parties closed the Agreement on January 29, 2021. After the closing of the Agreement, Leaping will no longer be a subsidiary of the Company.
The following is a reconciliation of the carrying amounts of major classes of assets and liabilities of LGC and its subsidiaries in the in the consolidated balance sheet as of July 31, 2020.
| As of <br><br>July 31,<br><br> 2019 | ||
|---|---|---|
| Carrying amounts of major classes of LGC | ||
| Cash and cash equivalents | $ | 18,602 |
| Accounts receivable | 939,392 | |
| Other current assets | 596,590 | |
| Prepayment and other current assets | 2,568,765 | |
| Property and equipment | 2,017,151 | |
| Right of use assets, net | 3,147,825 | |
| Other noncurrent assets | 328,308 | |
| Total assets of LGC | $ | 7,047,868 |
| Carrying amounts of major classes of liabilities of LGC | ||
| Taxes payable | 3,344,048 | |
| Other current liabilities | 2,075,863 | |
| Lease liabilities, current | 316,446 | |
| Lease liabilities, noncurrent | 3,179,625 | |
| Total liabilities of LGC | $ | 8,915,982 |
The following is a reconciliation of net loss of $5.9 million from disposition in the consolidated statements of operations:
| Cash consideration in exchange for the disposal | 2,300,000 | |
|---|---|---|
| Share consideration in exchange for the disposal | 5,999,992 | |
| Noncontrolling interest | 17,214,483 | |
| Less: net liabilities (comprised of assets of 7,047,868 and liabilities of 8,915,982) | 1,868,114 | |
| Goodwill arising from combination of LGC and the Company | (25,902,394 | ) |
| Intangible assets identified from combination of LGC and the Company | (7,594,646 | ) |
| Loss from disposal of LGC | (6,114,451 | ) |
| Less: Other comprehensive loss from foreign exchange adjustments | 84,408 | |
| Net loss from disposal of LGC | (6,030,043 | ) |
All values are in US Dollars.
4
| (2) | PRO FORMA ADJUSTMENTS |
|---|
For unaudited pro forma condensed combinedbalance sheets
| (a) | These adjustments reflect the elimination of assets and liabilities attributable to LGC and its<br>subsidiaries; |
|---|---|
| (b) | This adjustment reflects the receipt of cash consideration at the closing of the transaction of<br>US$2,300,000 and share consideration of 5,555,548 shares of the Company’s common stock at a per stock price of $1.08 which<br>is the closing price on January 29, 2021; |
| --- | --- |
| (c) | This adjustment reflects the elimination of goodwill arising from and intangible assets identified<br>from the business combination of the Company and LGC; |
| --- | --- |
| (d) | This adjustment reflects the loss on the transaction based on the net assets as of July 31, 2020.<br>This estimated loss has not been reflected in the Unaudited Pro Forma Condensed Combined Statements of Operations as it is considered<br>to be nonrecurring in nature. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustment<br>under the terms of the agreement. |
| --- | --- |
For unaudited pro forma condensed combinedstatements of operations
| (a) | These adjustments reflect the elimination of LGC operating revenues, costs and expenses. |
|---|---|
| (b) | This adjustment reflect the decrease in the weighted average shares in connection with the issuance<br>of 5,555,548 common stocks as the share consideration of the disposition. |
| --- | --- |
5
Exhibit 99.2
ATIFHoldings Limited Announces Closing of Sale of Leaping Group Co, Ltd.
Los Angeles, California, February 4, 2021 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (Nasdaq: ATIF, the “Company”), a holding group providing business and financial consulting in Asia and North America, today announced the closing of the sale of Leaping Group Co., Ltd (“Leaping”) contemplated by its previously announced Sale and Purchase Agreement Regarding Issued Shares of Leaping Group Co., Ltd. (the “Agreement”), pursuant to which the Company sold all of its shares of Leaping to Jiang Bo, Jiang Tao and Wang Di (collectively, the “Buyers”) in exchange for (i) 5,555,548 ordinary shares of the Company owned by the Buyers and (ii) payment by the Buyers in the amount of US$2,300,000 plus interest at an interest rate of 10% per annum on the unpaid amount if the principal amount of US$2,300,000 is not paid by January 14, 2022. All principal and accrued and unpaid interest shall be due on January 14, 2023. The closing of the Agreement took place on January 29, 2021 and Leaping is no longer a subsidiary of the Company.
AboutATIF Holdings Limited
Headquartered in Los Angeles, California, ATIF Holdings Limited ("ATIF") is a holding group with asset management, investment holding and online financial information business and provide business consulting services to small and medium-sized enterprises in Asia and North America. ATIF operates an internet-based financial information service platform IPOEX.com, which provides prestige membership services including market information, pre-IPO education, IR media and matchmaking services between SMEs and financing institutions. ATIF’s investment holding business is to provide going public consulting, M&A consulting and financial consulting services to SMEs. ATIF has advised several enterprises in China in their plans to become publicly listed in the U.S. ATIF plans to launch securities investment service and investment advisory in Q1 2021. For more information, please visit https://ir.atifchina.com/.
Forward-LookingStatements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantee of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: future financial and operating results, including revenues, income, expenditures, cash balances and other financial items; ability to manage growth and expansion; current and future economic and political conditions; ability to compete in an industry with low barriers to entry; ability to continue to operate through our VIE structure; ability to obtain additional financing in the future to fund capital expenditures; ability to attract new clients and further enhance brand recognition; ability to hire and retain qualified management personnel and key employees; trends and competition in the financial consulting services industry; a pandemic or epidemic; and other factors listed in the Company’s annual report on Form 20-F and other documents filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be 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 you that actual results may differ materially from the anticipated results expressed or implied by the forward-looking statements we make. You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made. These forward-looking statements are made as of the date of this news release.
Media contact:
Anna Huang
+86-139-2726-7157
anna@atifchina.com