SecProbe.io

CORRESP
 1
 filename1.htm

 ATIF Holdings Limited

 420 Goddard

 Irvine, CA 92618

 308-888-8888

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, DC 20549

 January 9, 2026

 Re:
 ATIF Holdings Limited

 Registration Statement on Form F-3

 Initially filed December 29, 2025

 File No. 333-292471

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, ATIF Holdings Limited (the " Registrant ") hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on January 13, 2026, or as soon as thereafter
practicable.

 Please note that we acknowledge the following:

 ●
 should the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

 By:
 /s/ Dr. Kamran Khan

 Name:
 Dr. Kamran Khan

 Title:
 Chief Executive Officer

 ATIF Holdings Limited

 cc:
 Joan Wu, Esq.,

 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 2, 2026

Kamran Khan
Chief Executive Officer
ATIF Holdings Ltd
420 Goddard
Irvine, CA

 Re: ATIF Holdings Ltd
 Registration Statement on Form F-3
 Filed December 29, 2025
 File No. 333-292471
Dear Kamran Khan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joan Wu
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 ATIF
Holdings Limited

 25391
Commercentre Dr., Ste 200

 Lake
Forest, CA 92630

 646-828-8710

 April
22, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, NE

 Washington,
D.C., 20549

 Attn: Rebekah
Reed

 Re:
 ATIF
 Holdings Limited

 Registration
 Statement on Form S-1, as amended (File No. 333-286034)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, ATIF Holdings Limited hereby
requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the "Registration Statement")
be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on April 24, 2025, or as soon thereafter
as practicable.

 Very truly yours,

 ATIF Holdings Limited

 By:
 /s/ Kamran
 Khan

 Name:
 Kamran Khan

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Kamran Khan
Chief Executive Officer
ATIF Holdings Ltd
25391 Commercentre Dr., Ste 200
Lake Forest, CA 92630

 Re: ATIF Holdings Ltd
 Registration Statement on Form S-1
 Filed March 21, 2025
 File No. 333-286034
Dear Kamran Khan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joan Wu
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

ATIF Holdings Limited

25391 Commercentre Dr., Ste 200,

Lake Forest, CA 92630

June 7, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    ATIF Holdings Limited

    Registration Statement on Form S

    Submitted on May 29, 2024

    File No. 333-279799

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, ATIF Holdings Limited (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement, so that such Registration Statement will become effective as of 4:00 p.m. Eastern time, on June 11, 2024 or as
soon as practicable thereafter.

    Very truly yours,

    ATIF HOLDINGS LIMITED

    By:
    /s/ Jun Liu

    Jun Liu

    Chief Executive Officer

United States securities and exchange commission logo
June 4, 2024
Yue Ming
Chief Financial Officer
ATIF Holdings Ltd
25391 Commercentre Dr., Ste 200
Lake Forest, CA 92630
Re:ATIF Holdings Ltd
Registration Statement on Form S-3
Filed May 29, 2024
File No. 333-279799
Dear Yue Ming:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenna Hough at 202-551-3063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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ATIF Holdings Limited

25391 Commercentre Dr., Ste 200,

Lake Forest, CA 92630

March 17, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Mr. Scott Anderegg and Mr. Dietrich King

    Re:
    ATIF Holdings Limited

    Registration Statement on Form S-3/A

    Submitted on March 8, 2023

    File No. 333-268927

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, ATIF Holdings Limited (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement, so that such Registration Statement will become effective as of 4:00 p.m. Eastern time, Tuesday, March 21, 2023
or as soon as practicable thereafter.

    Very truly yours,

    ATIF HOLDINGS LIMITED

    By:
    /s/ Jun Liu

    Jun Liu

    Chief Executive Officer

CORRESP
1
filename1.htm

March 7, 2023

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attn: Scott Anderegg and Dietrich King

Re:  ATIF Holdings
Ltd

    Amendment No. 1 to Registration Statement
                                            on Form S-3

    Filed  February 10, 2023

    File No. 333-268927

Gentlemen:

On behalf
of our client, ATIF Holdings Ltd (the “Company”), we set forth below the Company’s responses to the letter, dated
March 1, 2023, containing the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) with respect to the above-referenced amendment to Registration Statement
on Form S-3 (File No. 333-268927) filed by the Company on February 10, 2023 (the “Registration Statement”).

In order
to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered the
paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s
response to each of the Staff’s comments immediately below the corresponding numbered comment.

In addition,
the Company has revised the Registration Statement in response to the Staff’s comments and is publicly filing a revised draft of
the Registration Statement on Form S-3/A (the “Amendment”) concurrently with this letter, which reflects
these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses correspond to page
numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in
the Amended S-3.

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.

Response: We have revised the Amendment in
accordance with the Staff’s comment and included the written consent of Yuan Tai Law Offices as Exhibit 23.3 to the Amendment and
updated the “Legal Matters” section accordingly, please see page 31 of the Amendment for further details.

Should you have any questions regarding the foregoing,
please do not hesitate to contact me at (212) 930-9700.

    Very truly yours,

    By:
    /s/ Huan Lou

    Name:
    Huan Lou

    On behalf of ATIF Holdings Limited

1185 Avenue of the Americas | 31st Floor
| New York, NY | 10036

T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

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

CORRESP
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February 10, 2023

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attn: Scott Anderegg and Dietrich King

 Re: ATIF Holdings Ltd

 Registration Statement on Form S-3

 Filed December 21, 2022

 File No. 333-268927

Gentlemen:

On
behalf of our client, ATIF Holdings Ltd (the “Company”), we set forth below the Company’s responses to the letter,
dated January 12, 2023, containing the comments of the Staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Registration Statement
on Form S-3 (File No. 333-268927) filed by the Company on December 21, 2022 (the “Registration Statement”).

In
order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered
the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s
response to each of the Staff’s comments immediately below the corresponding numbered comment.

In
addition, the Company has revised the Registration Statement in response to the Staff’s comments and is publicly filing a revised
draft of the Registration Statement on Form S-3/A (the “Amendment”) concurrently with this letter, which
reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses correspond
to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to
them in the Amended S-3.

Registration Statement on Form S-3 filed December
21, 2022

Prospectus Cover Page, page i

 1. It is not clear from your disclosure where your clients are located. To the extent applicable, please
provide prominent disclosure about the legal and operational risks associated with having the majority of the company’s business
or customers being located in China or Hong Kong. Your disclosure should make clear whether these risks could result in a material change
in your operations and/or the value of the securities you are registering for sale or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data
security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business. Your prospectus should address,
but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the cover page and pages 13, 14 and 15 of the Amendment for details.

 2. Please provide a description of how cash is transferred through your organization. State whether any transfers,
dividends, or distributions have been made to date between the holding company, its subsidiaries, or to investors, and quantify the amounts
where applicable. Provide a cross-references to the consolidated financial statements.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the cover page and page 4 of the Amendment for details.

 3. To the extent you have cash management policies that dictate how funds are transferred between you, your
subsidiaries, or investors, please summarize the policies on your cover page and in the prospectus, and disclose the source of such policies
(e.g., whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page and in the prospectus
that you have no such cash management policies that dictate how funds are transferred. Provide a cross-reference on the cover page to
the discussion of this issue in the prospectus.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the cover page and page 4 of the Amendment for details.

The Company, page 2

 4. We note disclosure here that you are now headquartered in California, USA and that your “goal is
to become an international financial consulting company with clients and offices throughout North America and Asia.” Please disclose
where your officers, directors and key employees are located. In addition, please disclose where your clients are located. Finally, with
a view towards disclosure, please tell us how much of your current business activity is connected with China or Hong Kong. In this regard,
we note that revenues recognized from activities in China represent 83.5%of your total net revenues for the year ended July 31, 2021.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the cover page and pages 2 and 5 of the Amendment for details.

 5. To the extent one or more of your directors, officers or members of senior management are located in the
PRC/Hong Kong, please include a new “Enforceability” section, consistent with Item 101(g) of Regulation S-K, and please add
a new risk factor addressing the challenges of bringing actions and enforcing judgments/liabilities against such individuals.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the page 10 of the Amendment for details.

    2

Corporate Structure, page 3

 6. Please revise the corporate structure diagram on page 3 to show the owners of the remaining equity interests
in ATIF Southern LLC and ATIF-1 LP.

Response: We have revised the corporate
structure in accordance with the Staff’s comment. Please see the page 3 of the Amendment for details.

Please note that we have removed ATIF Southern
LLC from such diagram in the Amendment. On September 27, 2022, the Company entered into a business collaboration agreement (the "Collaboration
Agreement") with an individual to form ATIF Southern LLC ("ATIF Southern"), pursuant to which, upon the formation of ATIF
Southern, the Company was supposed to owned 60% of the membership interest in ATIF Southern. However, the two parties decided not to
continue the operations of ATIF Southern and thereafter on November 3, 2022 entered into a cancellation agreement (the "Cancelation
Agreement"), pursuant to which the Collaboration Agreement was rendered null and void in its entirety. It is for the aforesaid reason
that we have removed ATIF Southern from the corporate structure.

 7. Please provide a clear description of how cash is transferred through your organization. Quantify any
cash flows and transfers of other assets by type that have occurred between the holding company, and its subsidiaries, and the direction
of transfer. Quantify any dividends or distributions that a subsidiary have made to the holding company and which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences.
Your disclosure should make clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations
on your ability to distribute earnings from the company, including your subsidiaries to the parent company and U.S. investors.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the cover page and pages 4 and 6 of the Amendment for details.

Recent Regulatory Development, page 4

 8. As applicable, please disclose each permission or approval that you, or your subsidiaries, are required
to obtain from Chinese authorities to operate your business. State whether you, or your subsidiaries, are covered by permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that
is required to approve your operations, and state affirmatively whether you have received all requisite permissions or approvals and whether
any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you, or your subsidiaries:
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the cover page and pages 6 and 7 of the Amendment for details.

    3

Summary Consolidated Financial and Operating
Data, page 5

 9. According to your Form F-1, Amendment 1, your “revenues recognized from activities in China represent
83.5%, 94% and 100% of our total net revenues for the years ended July 31, 2021, 2020 and 2019…” For the financial year ended
July 31, 2021, which are incorporated by reference into your filing, we note that the consolidated VIEs constitute a material part of
your consolidated financial statements. Please provide in tabular form a condensed consolidating schedule that disaggregates the operations
and depicts the financial position, cash flows, and results of operations as of the same dates and for the same periods for which audited
consolidated financial statements are required. The schedule should present major line items, such as revenue and cost of goods/services,
and subtotals and disaggregated intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary.
The schedule should also disaggregate the parent company, the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary
of the VIEs, and an aggregation of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate
the nature of assets held by, and the operations of, entities apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosure about such amounts
should be included in order to make the information presented not misleading.

Response: Following the termination of
our VIE agreements with Qianhai Asia Times (Shenzhen) International Financial Services Co., Ltd., on February 3, 2021, we do not have
a VIE structure in our business operation. Therefore we have revised the Amendment to include the consolidated financial statement as
of the year ended July 31, 2021, only. Please see the cover page and pages 11 and 12 of the Amendment for details.

Risk Factors, page 10

 10. As applicable, in your risk factors, disclose the risks of having the majority of the company’s
operations in or revenues from China or Hong Kong poses to investors. In particular, describe the significant regulatory, liquidity, and
enforcement risks with cross- references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations
in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations
at any time which could result in a material change in your operations and/or the value of the securities you are registering for sale.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the pages 13 and 14 of the Amendment for details.

    4

 11. Given the Chinese government’s significant oversight and discretion over the conduct of your business
in China, please revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any
time, which could result in a material change in your operations and/or the value of the securities you are registering.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the page 14 of the Amendment for details.

 12. In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC)
over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this
oversight impacts your business and your offering and to what extent you believe that you are compliant with the regulations or policies
that have been issued by the CAC to date.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the page 15 of the Amendment for details.

 13. Please disclose the risks associated with winding-up your VIE structure.

Response: We have revised the Amendment
in accordance with the Staff’s comment. Please see the page 15 of the Amendment for details.

Exhibit Index

Exhibit 5.1, page II-2

 14. Please have counsel revise the legal opinion to also state that the warrants will be binding obligations
under the law of the jurisdiction governing the warrant agreement. Refer to Staff Legal Bulletin No. 19 for guidance.

Response: We have revised the Amendment
in accordance with the Staff’s comment and included a revised legal opinion as Exhibit 5.1 to the Amendment.

    5

Should you have any questions regarding the foregoing,
please do not hesitate to contact me at (212) 930-9700.

    Very truly yours,

    By:
    /s/ Huan Lou

    Name:
    Huan Lou

    On behalf of ATIF Holdings Limited

1185 Avenue of the Americas | 31st Floor
| New York, NY | 10036

T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

6

United States securities and exchange commission logo
January 12, 2023
Jun Liu
Chief Executive Officer
ATIF Holdings Ltd
25391 Commercentre Dr., Ste 200
Lake Forest, CA 92630
Re:ATIF Holdings Ltd
Registration Statement on Form S-3
Filed December 21, 2022
File No. 333-268927
Dear Jun Liu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, 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 comments apply 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.
Registration Statement on Form S-3 filed December 21, 2022
Prospectus Cover Page, page i
1.It is not clear from your disclosure where your clients are located.  To the extent
applicable, please provide prominent disclosure about the legal and operational risks
associated with having the majority of the company’s business or customers being located
in China or Hong Kong. Your disclosure should make clear whether these risks could
result in a material change in your operations and/or the value of the securities you are
registering for sale or could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.  Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to data
security or anti-monopoly concerns, have or may impact the company’s ability to conduct

 FirstName LastNameJun Liu
 Comapany NameATIF Holdings Ltd
 January 12, 2023 Page 2
 FirstName LastNameJun Liu
ATIF Holdings Ltd
January 12, 2023
Page 2
its business.  Your prospectus should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page
2.Please provide a description of how cash is transferred through your organization. State
whether any transfers, dividends, or distributions have been made to date between the
holding company, its subsidiaries, or to investors, and quantify the amounts where
applicable. Provide a cross-references to the consolidated financial statements.
3.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, please summarize the policies on your cover
page and in the prospectus, and disclose the source of such policies (e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page
and in the prospectus that you have no such cash management policies that dictate how
funds are transferred. Provide a cross-reference on the cover page to the discussion of this
issue in the prospectus.
The Company, page 2
4.We note disclosure here that you are now headquartered in California, USA and that your
“goal is to become an international financial consulting company with clients and offices
throughout North America and Asia.”  Please disclose where your officers, directors and
key employees are located.  In addition, please disclose where your clients are located.
Finally, with a view towards disclosure, please tell us how much of your current business
activity is connected with China or Hong Kong.  In this regard, we note that revenues
recognized from activities in China represent 83.5%of your total net revenues for the year
ended July 31, 2021.
5.To the extent one or more of your directors, officers or members of senior management
are located in the PRC/Hong Kong, please include a new “Enforceability” section,
consistent with Item 101(g) of Regulation S-K, and please add a new risk factor
addressing the challenges of bringing actions and enforcing judgments/liabilities against
such individuals.
Corporate Structure, page 3
6.Please revise the corporate structure diagram on page 3 to show the owners of the
remaining equity interests in ATIF Southern LLC and ATIF-1 LP.
7.Please provide a clear description of how cash is transferred through your organization.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, and its subsidiaries, and the direction of transfer. Quantify any
dividends or distributions that a subsidiary have made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash

 FirstName LastNameJun Liu
 Comapany NameATIF Holdings Ltd
 January 12, 2023 Page 3
 FirstName LastNameJun Liu
ATIF Holdings Ltd
January 12, 2023
Page 3
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries to the parent company and U.S. investors.
Recent Regulatory Development, page 4
8.As applicable, please disclose each permission or approval that you, or your subsidiaries,
are required to obtain from Chinese authorities to operate your business. State whether
you, or your subsidiaries, are covered by permissions requirements from the China
Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any other governmental agency that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Summary Consolidated Financial and Operating Data, page 5
9.According to your Form F-1, Amendment 1, your “revenues recognized from activities in
China represent 83.5%, 94% and 100% of our total net revenues for the years ended July
31, 2021, 2020 and 2019…”  For the financial year ended July 31, 2021, which are
incorporated by reference into your filing, we note that the consolidated VIEs constitute a
material part of your consolidated financial statements. Please provide in tabular form a
condensed consolidating schedule that disaggregates the operations and depicts the
financial position, cash flows, and results of operations as of the same dates and for the
same periods for which audited consolidated financial statements are required. The
schedule should present major line items, such as revenue and cost of goods/services, and
subtotals and disaggregated intercompany amounts, such as separate line items for
intercompany receivables and investment in subsidiary. The schedule should also
disaggregate the parent company, the VIEs and its consolidated subsidiaries, the WFOEs
that are the primary beneficiary of the VIEs, and an aggregation of other entities that are
consolidated. The objective of this disclosure is to allow an investor to evaluate the nature
of assets held by, and the operations of, entities apart from the VIE, as well as the nature
and amounts associated with intercompany transactions. Any intercompany amounts
should be presented on a gross basis and when necessary, additional disclosure about such
amounts should be included in order to make the information presented not misleading.
Risk Factors, page 10
10.As applicable, in your risk factors, disclose the risks of having the majority of the
company’s operations in or revenues from China or Hong Kong poses to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in the prospectus. For example,

 FirstName LastNameJun Liu
 Comapany NameATIF Holdings Ltd
 January 12, 2023 Page 4
 FirstName LastName
Jun Liu
ATIF Holdings Ltd
January 12, 2023
Page 4
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time which could result in a material
change in your operations and/or the value of the securities you are registering for sale.
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business in China, please revise to highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of the securities you are registering.
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
13.Please disclose the risks associated with winding-up your VIE structure.
Exhibit Index
Exhibit 5.1, page II-2
14.Please have counsel revise the legal opinion to also state that the warrants will be binding
obligations under the law of the jurisdiction governing the warrant agreement. Refer to
Staff Legal Bulletin No. 19 for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
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        ATIF Holdings Limited

        8577 Haven Ave Suite #301 Rancho Cucamonga CA 91730

        +1-308-888-8888

February
23, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Donald E. Field

    Re:
    ATIF Holdings Limited

    Registration Statement on Form F-1, as amended (File No. 333-251924)

    Request for Acceleration

    Requested Date:
    February 25, 2021

    Requested Time:
    4:30 p.m. Eastern Time

Ladies
and Gentlemen:

ATIF
Holdings Limited hereby requests that the effective date of its Registration Statement on Form F-1 (File No. 333-251924) be accelerated
so that the same will become effective at 4:30 p.m., Eastern Time, on February 25, 2021, or as soon thereafter as practicable.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Lewis Brisbois Bisgaard & Smith
LLP by calling John Yung at (916) 646-8288. We also respectfully request that a copy of the written order from the Securities
and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Lewis Brisbois
Bisgaard & Smith LLP, Attention: John P. Yung, by email to john.yung@lewisbrisbois.com.

If
you have any questions regarding this request, please call our counsel John P. Yung of Lewis Brisbois at (916) 646-8288.

    Very Truly Yours,

    ATIF Holdings Limited

    Pishan Chi

    Chief Executive Officer

        ATIF Holdings Limited

        8577 Haven Ave Suite #301 Rancho Cucamonga CA 91730

        +1-308-888-8888

    cc:
    John Yung, Lewis Brisbois Bisgaard & Smith LLP

    Daniel B. Eng, Lewis Brisbois Bisgaard & Smith LLP

United States securities and exchange commission logo
January 12, 2021
Pishan Chi
Chief Executive Officer
ATIF Holdings Limited
Room 2803, Dachong Business Centre, Dachong 1st Road
Nanshan District, Shenzhen, China
Re:ATIF Holdings Limited
Registration Statement on Form F-1
Filed January 6, 2021
File No. 333-251924
Dear Mr. Chi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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        ATIF Holdings Limited

        8577 Haven Ave Suite #301
        Rancho Cucamonga CA 91730

        +1-308-888-8888

ATIF HOLDINGS LIMITED

8577 Haven Ave Suite #301

Rancho Cucamonga CA 91730

Tel: +1-308-888-8888

September 17, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Morris

    Re:
    ATIF Holdings Limited

    Registration Statement on Form F-3 (No. 333-239131)

    Request for Acceleration

    Requested Date:
    September 21, 2020

    Requested Time:
    4:30 p.m. Eastern Time

Ladies and Gentlemen:

ATIF Holdings Limited hereby requests that
the effective date of its Registration Statement on Form F-3 (File No. 333-239131) be accelerated so that the same will become
effective at 4:30 p.m., Eastern Time, on September 21, 2020, or as soon thereafter as practicable.

If you have any questions regarding this
request, please call our counsel John P. Yung of Lewis Brisbois at (916) 646-8288.

    Very Truly Yours,

    ATIF Holdings Limited

    Pishan Chi,

    Chief Executive Officer

CORRESP
1
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        John P. Yung

        2020 West El Camino Avenue, Suite 700

        Sacramento, California 95833

        John.Yung@lewisbrisbois.com

        Direct: 916.646.8288

September 1, 2020

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, DC 20549

Attn: Daniel Morris

 Re: ATIF Holdings Ltd.

Registration Statement on Form
F-3

Filed June 12, 2020

File No. 333-239131

Dear Sir/Madam:

On behalf of our client,
ATIF Holdings Ltd. (the “Company”), we are responding to the Staff’s comment letter dated June 25, 2020. For
ease of reference, we have copied the Staff’s comments in italics as indicated below with the Company’s responses.

Registration Statement on Form F-3

General

 1. Please revise the registration statement to provide updated interim financial statements covering
at least the first six months of the financial year in accordance with Item 5(b)(2) of Form F-3 and Item 8.A.5 of Form 20-F. Similarly,
please also provide updated interim financial statements for Leaping Group Co., LLC in accordance with Rule 3-05 of Reg. S-X.

Response. The Company has filed its six
months interim financial statements for the period ended January 31, 2020 on Form 6-K on August 4, 2020, in accordance with Item
5(b)(2) of Form F-3. Such Form 6-K has been incorporated by reference to the Registration Statement on Form F-3. In addition, the
Company has provided updated interim financial statement for Leaping Group Co., Ltd as Exhibit 99.2 and the unaudited pro forma
condensed combined financial information for the Company and Leaping Group Co. for their respective year ends filed as Exhibit
99.3.

    ARIZONA  •  CALIFORNIA  •  COLORADO  •  CONNECTICUT  •  DELAWARE  •  FLORIDA  •  GEORGIA  •  ILLINOIS  •  INDIANA  •  KANSAS  •  KENTUCKY

LOUISIANA  •  MARYLAND  •  MASSACHUSETTS  •  MINNESOTA  •  MISSOURI  •  NEVADA  •  NEW JERSEY  •  NEW MEXICO  •  NEW YORK  •  NORTH CAROLINA

OHIO  •  OREGON  •  PENNSYLVANIA  •  RHODE ISLAND  •  TEXAS  •  UTAH  •  VIRGINIA  •  WASHINGTON  •  WASHINGTON D.C.  •  WEST VIRGINIA

U.S. Securities and Exchange Commission

September 1, 2020

Page 2

Description of Debt Securities, page 26

 2. We note that you are registering debt securities; however, you have indicated
in this section that you do not intend to file the trust indenture as an exhibit to your Form F-3. Instead you state that you will
rely on an exemption under the Trust Indenture Act to file the indenture, if any, as an exhibit to a Form 6-K before making any
offer of debt securities. Please provide an expanded analysis as to why you do not believe you are required to qualify your indenture
at the time of effectiveness. You may wish to refer to Trust Indenture Act Compliance and Disclosure Interpretations 205.01, 205.02,
and 201.02. Alternatively, please file your form of indenture as an exhibit with your next amendment.

Response. As indicated in Amendment
No. 1 to the Registration Statement on page 29, in connection with the issuance of any debt securities, the Company does not intend
to issue them pursuant to a trust indenture. However, if a trust indenture is requested by a placement agent, underwriter or broker-dealer
as a condition of the financing, the Company will provide and enter into a trust indenture, unless the Company is required to register
such trust indenture under the Trust Indenture Act in which the Company will pass on the financing under this registration statement.
Further, the Company has clarified that it will not issue debt securities in which the aggregate principal amount of outstanding
will not exceed $10,000,000 in the aggregate during a 36-month period. We believe that this clarification is consistent with CD&I
205.01, 205.02, and 201.02.

Please feel
free to contact the undersigned if the Staff has any questions.

        Very truly yours,

        /s/ John P. Yung

        John P. Yung of

        LEWIS BRISBOIS BISGAARD & SMITH llp

JPY:dh

        LEWIS BRISBOIS BISGAARD & SMITH LLP

        www.lewisbrisbois.com

United States securities and exchange commission logo
June 25, 2020
Jun Liu
Chief Executive Officer
ATIF Holdings Ltd
8577 Haven Avenue, #301
Rancho Cucamonga, CA 91730
Re:ATIF Holdings Ltd
Registration Statement on Form F-3
Filed June 12, 2020
File No. 333-239131
Dear Mr. Liu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, 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 comments apply 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.
Registration Statement on Form F-3
General
1.Please revise the registration statement to provide updated interim financial statements
covering at least the first six months of the financial year in accordance with Item 5(b)(2)
of Form F-3 and Item 8.A.5 of Form 20-F.  Similarly, please also provide updated interim
financial statements for Leaping Group Co., LLC in accordance with Rule 3-05 of Reg. S-
X.
Description of Debt Securities, page 26
2.We note that you are registering debt securities; however, you have indicated in this
section that you do not intend to file the trust indenture as an exhibit to your Form F-3.
Instead you state that you will rely on an exemption under the Trust Indenture Act to file

 FirstName LastNameJun Liu
 Comapany NameATIF Holdings Ltd
 June 25, 2020 Page 2
 FirstName LastName
Jun Liu
ATIF Holdings Ltd
June 25, 2020
Page 2
the indenture, if any, as an exhibit to a Form 6-K before making any offer of debt
securities.  Please provide an expanded analysis as to why you do not believe you are
required to qualify your indenture at the time of effectiveness.  You may wish to refer to
Trust Indenture Act Compliance and Disclosure Interpretations 205.01, 205.02, and
201.02. Alternatively, please file your form of indenture as an exhibit with your next
amendment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Asia Times Holdings Limited

Room 3803,

Dachong International Centre, 39 Tonggu
Road

Nanshan district, Shenzhen, China

(+86) 0755-8695-0818

February 6, 2019

VIA EDGAR CORRESPONDENCE

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

    Re:
    Asia Times Holdings Limited

    Registration Statement on Form F-1/A (File No. 333-228750)

Dear Mr. Spirgel:

In accordance with Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Asia Times Holdings Limited (the “Company”) hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1/A (the “F-1 Registration Statement”) be accelerated
and that the F-1 Registration Statement become effective at 4:00pm, Eastern Time, on February 8, 2019, or as soon thereafter
as practicable.

If there is any change in the acceleration request set forth
above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the F-1 Registration Statements in accordance with Rule 461. The request may be made by an executive officer
of the Company or by any attorney from the Company’s U.S. counsel, Hunter Taubman Fischer & Li LLC.

The Company hereby acknowledges the following:

 · should the Securities and Exchange Commission (the “Commission”)
or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further questions, please contact the Company’s
U.S. counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Qiuli Wang

    Name: Qiuli Wang

    Title: Chief Executive Officer

CORRESP
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Boustead Securities,
LLC

6 Venture, Suite
265

Irvine, CA 92618
USA

February 6, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Asia Times Holdings Limited

    Registration Statement on Form F-1 (File No. 333-228750)

To Whom It May Concern:

In connection with the above-referenced
Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby join in the request of
Asia Times Holdings Limited that the effective date of the Registration Statement be accelerated so that it will be declared effective
at 4:00 p.m. (EDT), February 8, 2019 or as soon thereafter as practicable.

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), the undersigned affirms that it is aware of its obligations under the
Securities Act in connection with this offering.

Very truly yours,

Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

CORRESP
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Asia
Times Holdings Limited

December 11, 2018

Via Edgar

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange
Commission

    Re:
    Asia Times Holdings Limited

    Draft Registration Statement on Form F-1

Submitted on November 28,
2018

    CIK No. 0001755058

Dear Mr. Spirgel:

This letter is in response to
the letter dated December 4, 2018 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Asia Times Holdings Limited (the “Company”, “we”, “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. A Registration Statement on Form
F-1 (the “Registration Statement”) is submitted separately to accompany this letter reflecting the Staff’s comments.

Use of Proceeds, page
33

1. We note your response to
prior comment six. Revise to explain how your uses of proceeds can "generally be accomplished" without transferring funds
into the PRC.

In response to the Staff’s
comment, we have revised the disclosure on page 33 of the Registration Statement.

Regulations

PRC Laws and Regulations
relating to Foreign Exchange, page 70

2. Clarify whether proceeds
raised in this offering may be subject to the Circulars 19 and 16 if they are used as capital contributions to Huaya and the Chinese
operating companies.

In response to the Staff’s
comment, we have revised the disclosure on page 73 of the Registration Statement.

General

3. We note your response
to prior comment 15. In addition to the references to the variouspage numbers in the Frost & Sullivan reports you cite you
have provided in Annex A, please provide the actual underlying support materials as part of your supplemental response.

In response to the Staff’s comment,
the Company has enclosed (1) an amended Annex A to this letter presenting the relevant portions of the Frost & Sullivan
Industry Market Research Report supporting the corresponding statements in the Registration Statement, and (2) as a new Annex
B to this letter, the Frost & Sullivan Industry Market Research Report as prepared at the request of the Company in connection
with the proposed offering.

     1

Address: Room 3803, Dachong International Centre, 39 Tonggu Road, Nanshan district, Shenzhen, China

Tel: (+86) 0755-8695-0818

In responding to your comments,
the Company acknowledges that:

● the Company is responsible
for the adequacy and accuracy of the disclosure in the filing;

● Staff comments or changes to disclosure in
response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

● the Company may not
assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq.,
of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very truly yours,

    Very truly yours,

    /s/ Qiuli Wang

    Name: Qiuli Wang

    Title: Chief Executive Officer

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

     2

Address: Room 3803, Dachong International Centre, 39 Tonggu Road, Nanshan district, Shenzhen, China

Tel: (+86) 0755-8695-0818

Annex A

    Items
    Statement in Draft Amendment No.1
    Page Number in Draft Amendment No.1
    Page Number in the Market Research Report by Frost & Sullivan

    A
    The China capital market has experienced rapid growth ever since the global financial crisis occurred in late 2008. PRC domestic companies are looking for opportunities in China as well as abroad to increase their presence in the global market. It is expected that financing activities such as mergers and acquisitions, and initial public offerings, will become more prosperous than before. Financial consultancy services are particularly important in these kind of transactions as consultants can assist their clients with strategy planning and other professional services. The financial consultancy market has been growing rapidly in recent years driven by factors including rising prosperous M&A and financing activities, strong government support in terms of regulating policies and measures, enhanced participation of more parties and growing awareness of the importance of financial consultancy by downstream enterprises. Based on expert interviews and primary market research conducted by Frost & Sullivan, it is estimated that, from 2013 to 2017, the overall financial consultancy market in China increased from RMB136.9 billion to RMB257.2 billion at a compound annual growth rate, or CAGR, of 17.1%; and looking forward, it is forecasted that the economy in China will maintain a steady growth momentum over the next 5 years, and by 2022 the financial consultancy market is expected to reach RMB506.0 billion, at a CAGR of 14.2%.
    Page 2
    Page 17

    B

        According to the International Monetary Fund (IMF), the

        nominal GDP of China increased from RMB59,696.3 billion in 2013
        to RMB81,133.0 billion in 2017 at a CAGR of 8.0%. Driven by strong domestic consumption, ambitious government policy direction
        and active financing activities, the overall economy in China is expected to be at a CAGR of 8.2% from 2018 to 2022 (according
        to Frost & Sullivan). Driven by the social and economic development in China, the overall direct investment (inward and outward)
        in China increased from USD 123.9 billion in 2013 to approximately USD 133.7 billion in 2016, representing a CAGR of 2.6%

    Page 48
    Page 5

     3

Address: Room 3803, Dachong International Centre, 39 Tonggu Road, Nanshan district, Shenzhen, China

Tel: (+86) 0755-8695-0818

    A
    The China capital market has experienced rapid growth ever since the global financial crisis occurred in late 2008. PRC domestic companies are looking for opportunities in China as well as abroad to increase their presence in the global market. It is expected that financing activities such as mergers and acquisitions, and initial public offerings, will become more prosperous than before. Financial consultancy services are particularly important in these kind of transactions as consultants can assist their clients with strategy planning and other professional services. The financial consultancy market has been growing rapidly in recent years driven by factors including rising prosperous M&A and financing activities, strong government support in terms of regulating policies and measures, enhanced participation of more parties and growing awareness of the importance of financial consultancy by downstream enterprises. Based on expert interviews and primary market research conducted by Frost & Sullivan, it is estimated that, from 2013 to 2017, the overall financial consultancy market in China increased from RMB136.9 billion to RMB257.2 billion at a compound annual growth rate, or CAGR, of 17.1%; and looking forward, it is forecasted that the economy in China will maintain a steady growth momentum over the next 5 years, and by 2022 the financial consultancy market is expected to reach RMB506.0 billion, at a CAGR of 14.2%.
    Page 48
    Page 17

    C
    Underpinned by the robust growth of the capital market in the PRC in recent years, the total number of listed companies in the PRC witnessed a steady growth from 2,489 in 2013 to 3,485 in 2017, representing a CAGR of 8.8% from 2013 to 2017. In addition, the number of listed companies on the Shanghai Stock Exchange (SSE) and Shenzhen Stock Exchange (SZSE) increased at a positive CAGR of 10.0% and 8.0% from 2013 to 2017 respectively. From 2012 to 2013, the PRC authorities prohibited IPOs resulting in zero newly listed companies occurring in 2013. From 2014 onward, the government re-approved IPO applications and therefore the total number of newly listed companies in the PRC rapidly increased at a CAGR of 51.7% from 2014 to 2017.
    Page 49
    Page 7-8

     4

Address: Room 3803, Dachong International Centre, 39 Tonggu Road, Nanshan district, Shenzhen, China

Tel: (+86) 0755-8695-0818

    D

        The expansion of the capital market and demand for fund

        raising is highlighted by the growth of listed companies.

        According to the market data provided by the Hong Kong

        Exchanges and Clearing (HKEx), the total number of listed

        companies in Hong Kong increased from 1,643 in 2013 to

        2,118 in 2017, representing a CAGR of approximately 6.6%. In
        addition, the number of newly listed companies in Hong Kong saw an overall growth from 110 in 2013 to 174 in 2017 at a CAGR of
        approximately 12.2% from 2013 to 2017. The growing number of listed companies in Hong Kong underpinned the demand for IPO consulting
        services as listed companies require consulting services in order to comply with the listing requirements specified by the HKEx.

    Pages 49-50
    Pages 9-10

    E
    Based on the market data provided by the Nasdaq Stock Market and World Federation of Exchange, from 2014 to 2017, the total number of existing listed companies on the NYSE and Nasdaq slightly decreased, primarily due to stringent listing regulations and increasing M&A activities in the US capital markets in recent years; from 2014 to 2017, the total number of newly listed companies on the NYSE and Nasdaq increased from 290 in 2014 to 317 in 2017, representing a CAGR of 3.0%; and as of September 11, 2018, there were 153 Chinese companies listed on the NYSE or Nasdaq.
    Page 50
    Page 12-14

    F
    The improving economy of the PRC has been directly driven by the robust capital market in recent years. As a result, the demand for up-to-date financial information on the internet has grown rapidly. In general, financial news media providers offer financial analysis and insight for investors. Online commercial advertisements provide streams of income for financial news media providers. Based on expert interviews and primary market research conducted by Frost and Sullivan, the total revenue of financial news media providers increased from RMB3.5 billion in 2013 to RMB6.2 billion in 2017, with a CAGR of 15.2% from 2013 to 2017; and with the continuous expansion of capital markets in the PRC and Hong Kong, the demand for such services are expected to grow; therefore, the market size by revenue of the financial news media industry is expected to grow at a CAGR of 17.1% from 2018 to 2022.
    Page 51
    Page 18

     5

Address: Room 3803, Dachong International Centre, 39 Tonggu Road, Nanshan district, Shenzhen, China

Tel: (+86) 0755-8695-0818

    G
    Underpinned by the strong economic growth and rising disposable income per capital in China, the demand for financial training and education in the PRC has been increasing. According to the Guiding Opinions of the State Council on Actively Advancing the “Internet plus” Action by the State Council of the PRC, the government has been promoting the synergy between the internet and financial training and education. Based on expert interviews and primary research conducted by Frost & Sullivan, the financial training and education market by number of students in China has been growing from 5.4 million in 2013 to 9.5 million in 2017, at a CAGR of 15.4%.
    Page 51
    Page 19

    H
    In order to encourage PRC companies to go public, governments from different municipalities and provinces have established various schemes and policies to subsidize these companies.
    Page 53
    Page 21

     6

Address: Room 3803, Dachong International Centre, 39 Tonggu Road, Nanshan district, Shenzhen, China

Tel: (+86) 0755-8695-0818

          PROSPECTUS SUMMARY

          The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Ordinary Shares, discussed under “Risk Factors,” beginning on page 9 before deciding whether to buy our Ordinary Shares. This prospectus contains certain estimates and information from an industry report (“Frost & Sullivan Report”) commissioned by us and prepared by Frost & Sullivan Inc. (“Frost & Sullivan”), an independent market research firm, regarding our industries and our market positions in China, which have not been independently verified by us, the underwriters or any of their respective affiliates or advisers. The information in such sources may not be consistent with other information compiled in or outside of China.

          Overview

          Our Company

          Since November 2015, through our variable interest entity (“VIE”), Qianhai Asia Times (Shenzhen) International Financial Services Co., Ltd. (“Qianhai”), we have provided consulting services to small and medium-sized enterprises in mainland China. The focus of our consulting business has been to provide comprehensive consulting services designed to help small and medium-sized enterprises become public companies. We generated a total revenue of approximately US$104,000, US$3,635,000, and US$5,308,000 for the fiscal years ended July 31, 2016, 2017, and 2018, respectively. The revenues generated from consulting service were $49,253, $3,469,224, and $5,236,196 for the fiscal years ended July 31, 2016, 2017, and 2018, respectively. Before we are able to provide new clients with personalized going public consulting services, a one-time registration fee is charged to set up the clients’ accounts and profiles in our system. The revenue generated from the registration fee amounted to $54,921, $166,147, and $71,695 for the fiscal years ended July 31, 2016, 2017, and 2018, respectively.

          Beginning in August 2018, to complement and facilitate the growth of our consulting services, we launched AT Consulting Center to provide financial consulting services in Shenzhen, and in September, 2018, we acquired www.chinacnnm.com (“CNNM”), a news and media website focused on distributing financial news and information. Although upfront capital and human investments are required, we believe positive synergies can be generated by effectively integrating these two new business ventures with our existing consulting services, and we expect they will contribute to our growth in the long run.

          We have experienced substantial growth since our inception in 2015. Currently, all our consulting clients are located in mainland China, but our goal is to become an international consulting company with clients and offices throughout Asia.

          Industry Background

          The PRC economy has grown significantly since the PRC government introduced economic reforms in the late 1970s. This growth has accelerated since China entered the World Trade Organization in 2001. The China capital market has experienced rapid growth ever since the global financial crisis occurred in late 2008. PRC domestic companies are looking for opportunities in China as well as abroad to increase their presence in the global market. It is expected that financing activities such as mergers and acquisitions, and initial public offerings, will become more prosperous than before. Financial consultancy services are particularly important in these kind of transactions as consultants can assist their clients with strategy planning and other professional services. The financial consultancy market has been growing rapidly in recent years driven by factors including rising prosperous M&A and financing activities, strong government support in terms of regulating policies and measures, enhanced participation of more parties and growing awareness of the importance of financial consultancy by downstream enterprises. Based on expert interv

December 4, 2018
Qiang Chen
Chief Executive Officer
Asia Times Holdings Ltd.
Suite 3902, 5th Building
Dachong International Center
Nanshan District
Shenzhen, China
Re:Asia Times Holdings Ltd.
Draft Registration Statement on Form F-1
Amended on November 28, 2018
CIK No. 0001755058
Dear Mr. Chen:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1/A, as amended on November 28, 2018, CIK
0001755058
Use of Proceeds, page 33
1.We note your response to prior comment six.  Revise to explain how your uses of
proceeds can "generally be accomplished" without transferring funds into the PRC.
Regulations
PRC Laws and Regulations relating to Foreign Exchange, page 70
2.Clarify whether proceeds raised in this offering may be subject to the Circulars 19 and 16

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Qiang Chen
Asia Times Holdings Ltd.
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if they are used as capital contributions to Huaya and the Chinese operating companies.
General
3.We note your response to prior comment 15. In addition to the references to the various
page numbers in the Frost & Sullivan reports you cite you have provided in Annex A,
please provide the actual underlying support materials as part of your supplemental
response.
            You may contact Claire DeLabar, Staff Accountant, at 202-551-3349, or Terry French,
Accounting Branch Chief,  at 202-551-3828, if you have questions regarding comments on the
financial statements and related matters.  Please contact Paul Fischer, Staff Attorney, at 202-551-
3415, or Larry Spirgel, Assistant Director, at 202-551-3815, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

November 8, 2018
Qiang Chen
Chief Executive Officer
Asia Times Holdings Ltd.
Suite 3902, 5th Building
Dachong International Center
Nanshan District
Shenzhen, China
Re:Asia Times Holdings Ltd.
Draft Registration Statement on Form F-1
Filed on October 15, 2018
CIK No. 0001755058
Dear Mr. Chen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1, CIK No. 0001755058
Corporate Structure, page 4
1.Please revise your corporate structure chart to also indicate the structure upon completion
of your initial public offering. Include the percentage ownership in the registrant by public
shareholders and material beneficial owners. Also, Ronghua Liu and Ka Feng's  direct
ownership and control over the operating entity in China and any ownership either has, or
will have, in the issuer.

 FirstName LastNameQiang Chen
 Comapany NameAsia Times Holdings Ltd.
 November 8, 2018 Page 2
 FirstName LastNameQiang Chen
Asia Times Holdings Ltd.
November 8, 2018
Page 2
Risk Factors
Risks Relating to Doing Business in China
There are significant uncertainties under the Draft Foreign Investment Law..., page 14
2.Revise your general risk factor captions throughout this section to specifically highlight
the risk of non-compliance facing the company.  For example, where regulatory
compliance is predicated on filings and registrations with the appropriate Chinese
regulatory body and the required actions have not yet been taken, the potential violative
non-action should be prominently highlighted in the caption, with the text of the risk
factor providing the necessary context.
3.Clarify in a separately captioned risk factor that you are not required by current Chinese
law to operate your business through a VIE structure because direct foreign ownership of
your operating company in China is not restricted nor prohibited.  Highlight by voluntarily
using the VIE structure, shareholders are subject to greater uncertainty as to the legality of
their share ownership.
Our contractual arrangements with Qianhai and its shareholders may not be effective..., page 18
4.Disclose whether either of the two shareholders of Qianhai have any material relationships
with any of the principal shareholders of the Company.
Our pre-IPO shareholders will be able to sell their shares upon completion of this offering., page
27
5.Please revise to disclose the number of shares that could be sold pursuant to Rule 144
during the pendency of this offering.
Use of Proceeds, page 31
6.We note that you intend to use the net offering proceeds for purposes that relate to your
operations conducted in the PRC. We also note that you are only permitted under PRC
laws and regulations to provide funding to your PRC subsidiary through loans and capital
contributions and to your VIE through loans, subject to applicable government registration
and approval requirements. To provide context, please quantify how much of your net
offering proceeds would likely be available for investment in your PRC operations. For
example, quantify the current statutory limits on your ability to loan or make capital
contributions to your PRC subsidiary, and to make loans to your VIE. Also disclose, if
true, that you expect the IPO proceeds to be used in China in the form of RMB and that
you will need to convert any capital contributions or loans from U.S. dollars to RMB.
Lastly, discuss how long it would take and how likely it would be that you would receive
the necessary approvals to use the proceeds for the intended purposes.
7.Expand the use of proceeds table to highlight the amount and use of proceeds at levels
between the minimum and maximum offering amounts.

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Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 36
8.Explain the "Registration fee" component of your operating revenues.
Plan of Operation, page 39
9.Explain how you expect to generate revenues from your news and media website.
Regulations, page 66
10.We note your characterization of regulations discussed in this section as those that "are
relevant to our business and operations in China."  However, the discussion focuses on
summarizing regulations without explaining how they impact your operations in China,
and in some case, the regulations do not apply to your operations in China.  For example,
your summary of the M&A Rules concludes with a statement that "the M&A Rules do not
apply to Huaya Consultant."  If that is the case, it is not clear why the discussion of the
M&A rules is included?   Please advise and/or revise.
Financial Statements
Note 1 - Organization and Business Description, page F-7
11.Refer to the disclosure on page F-7 that your equity interest in Qianhai Asia Times
(Shenzen) International Fund Management Co., Ltd. was "spun-off".  We also note the
disclosure on page 84 that you sold 45% of your equity ownership in Qianhai Asia Times
(Shenzen) International Fund Management Co., Ltd. for RMB 31,500 ($4,586) on August
13, 2018.  Please revise the disclosure to resolve this inconsistency.
Note 14 - Subsequent Events, page F-20
12.Please expand the disclosure of the acquisition of the financial and news meda platform,
CNNM, in September 2018 to include the purchase price allocation, if material.
Signatures, page II-4
13.Please revise to indicate who is signing in the capacity of principal accounting officer or
controller. Please refer to Form F-1, Signatures, Instructions.
General
14.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
15.We note that you cite to industry research for information and statistics regarding business
and economic trends. Please provide us with marked copies of any materials that support

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Asia Times Holdings Ltd.
November 8, 2018
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these and other third-party statements, clearly cross-referencing a statement with the
underlying factual support. Confirm for us that these documents are publicly available.
Tell us whether any of the reports were prepared for you or in connection with the
offering. We note by way of example only the Industry Overview Report prepared by
Frost Sullivan Information Ltd., referenced on page 2, and the International Monetary
Fund statistic cited at page 46.
            You may contact Claire DeLabar, Staff Accountant, at 202-551-3349, or Terry French,
Accounting Branch Chief,  at 202-551-3828, if you have questions regarding comments on the
financial statements and related matters.  Please contact Paul Fischer, Staff Attorney, at 202-551-
3415, or Larry Spirgel, Assistant Director,  at 202-551-3815, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications