SEC Comment Letter 0000000000-23-002029 to ATIF Holdings Ltd (ZBAI)
ATIF Holdings Ltd
Date: March 1, 2023 · CIK: 0001755058 · Accession: 0000000000-23-002029
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268927
Letter
United States securities and exchange commission logo March 1, 2023 Jun Liu Chief Executive Officer ATIF Holdings Ltd 25391 Commercentre Dr., Ste 200 Lake Forest, CA 92630 Re:ATIF Holdings Ltd Amendment No. 1 to Registration Statement on Form S-3 Filed February 10, 2022 File No. 333-268927 Dear Jun Liu: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 12, 2023 letter. Amendment No. 1 to Registration Statement on Form S-3 filed February 10, 2023 Recent Regulatory Development, page 5 1.We note your response to comment 8 and your revised disclosure, including specifically your reliance on the Yuan Tai Law Offices as to certain legal matters. Please file as an exhibit to the registration statement a consent from the Yuan Tai Law Offices to being named in the registration statement, and please add the firm and the scope of its engagement to the Legal Matters section of the prospectus.
FirstName LastNameJun Liu Comapany NameATIF Holdings Ltd March 1, 2023 Page 2 FirstName LastName Jun Liu ATIF Holdings Ltd March 1, 2023 Page 2 You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
March 1, 2023
Jun Liu
Chief Executive Officer
ATIF Holdings Ltd
25391 Commercentre Dr., Ste 200
Lake Forest, CA 92630
Re:ATIF Holdings Ltd
Amendment No. 1 to Registration Statement on Form S-3
Filed February 10, 2022
File No. 333-268927
Dear Jun Liu:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-3 filed February 10, 2023
Recent Regulatory Development, page 5
1.We note your response to comment 8 and your revised disclosure, including specifically
your reliance on the Yuan Tai Law Offices as to certain legal matters. Please file as an
exhibit to the registration statement a consent from the Yuan Tai Law Offices to being
named in the registration statement, and please add the firm and the scope of its
engagement to the Legal Matters section of the prospectus.
FirstName LastNameJun Liu
Comapany NameATIF Holdings Ltd
March 1, 2023 Page 2
FirstName LastName
Jun Liu
ATIF Holdings Ltd
March 1, 2023
Page 2
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services