UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~June 2630, 2025

ATIF HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-38876		Not Applicable
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

25391 Commercentre Dr., Ste 200, Lake Forest, CA		92630
420 Goddard, Irvine, CA		92618
(Address of Principal Executive Offices)		(Zip Code)

~~646~~308-~~828~~888-~~8710~~8888

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Ordinary Shares, $0.001 par value		~~ZBAI~~ATIF		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 43.01. ~~Changes~~Notice inof ~~Company's~~Delisting ~~Certifying~~or ~~Accountant~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 30, 2025, ATIF Holdings Limited (the “Company”) received a delinquency notification letter (the “Notice”) ~~Previous~~from ~~independent~~the ~~registered~~Nasdaq ~~public~~Stock ~~accounting~~Market ~~firm:~~LLC (“Nasdaq”) due to the failure of the Company’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2).

~~On February~~In ~~26,~~accordance ~~2025,~~with ~~the~~Nasdaq ~~Audit~~Listing ~~Committee~~Rule 5810(c)(3)(A), the ~~“Audit~~Company ~~Committee”)~~has ofbeen ~~the~~provided ~~Board~~180 ofcalendar ~~Directors~~days, ofor ~~ATIF~~until ~~Holdings~~December ~~Limited~~29, ~~(the “Company”)~~2025, ~~dismissed~~to ZHregain ~~CPA~~compliance. To regain compliance, ~~LLC~~prior ~~(“ZH”)~~to asDecember 29, 2025, the closing bid price of the Company’s ~~independent~~ordinary ~~registered~~shares ~~public~~must ~~accounting firm,~~be ~~effective~~at ~~February~~least ~~26,~~$1 ~~2025~~for a minimum of ten consecutive business days.

~~For~~If the ~~fiscal~~Company ~~years~~does ~~ended~~not ~~July~~regain compliance with the ~~31,~~Minimum ~~2024~~Bid ~~and~~Requirement ~~2023,~~during ~~ZH’s~~the ~~audit~~initial ~~reports~~180 oncalendar day period, the Company’s ~~financial~~may ~~statements~~be ~~contained~~eligible for an ~~emphasis~~additional of180 acalendar ~~matter~~day ~~for~~compliance period. ~~going~~To ~~concern~~qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and ~~but~~all ~~otherwise~~other ~~did~~initial ~~not~~listing ~~contain~~standards ~~any~~for ~~adverse~~The ~~opinion~~Nasdaq orCapital ~~disclaimer~~Market, with the exception of ~~opinion~~the Minimum Bid Requirement, ~~nor~~and ~~was~~would itneed ~~qualified~~to provide aswritten notice of its intention to ~~audit~~cure ~~scope~~the ordeficiency ~~accounting~~during ~~principles~~the second compliance period, by effecting a reverse stock split, if necessary.

~~During the~~If ~~fiscal year ended July 31, 2024 and any subsequent interim period through~~ the ~~date~~Company offails ~~dismissal,~~to ~~February~~timely ~~26,~~regain ~~2025,~~compliance ~~there were no~~with ~~“disagreements”~~Nasdaq ~~(as~~Listing ~~described~~Rules, ~~in Item 304(a)(1)(iv) of Regulation S-K and~~ the ~~related instructions) between the~~ Company ~~and ZH on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to ZH~~’s ~~satisfaction,~~common ~~would~~stock ~~have~~will ~~caused~~be ZHsubject to ~~make~~delisting ~~reference~~from ~~in connection with ZH’s opinion to the subject matter of the disagreement and there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K~~Nasdaq.

~~We furnished~~The acompany ~~copy~~intends ofto ~~the~~monitor ~~disclosures~~closing inbid ~~this~~price ~~report~~of its tocommon ZHstock and ~~have~~consider ~~requested~~available ~~that~~options ZHto ~~furnish~~regain uscompliance with ~~a letter addressed to~~ the ~~SEC~~minimum ~~stating whether~~bid ~~such~~price. ~~firm~~However, ~~agrees~~there ~~with~~can ~~the~~be ~~above~~no ~~statements~~assurance ~~or, if not, stating~~ that the ~~respects~~Company inwill ~~which~~be itable ~~does~~to ~~not~~regain ~~agree.~~compliance Wewith ~~have received~~ the ~~requested letter~~minimum ~~from~~bid ~~ZH,~~price ~~and~~requirement aor ~~copy~~otherwise ofbe ~~the~~in ~~letter~~compliance ~~is filed~~ with ~~this~~Nasdaq ~~Current Report on Form 8-K as Exhibit 16~~Listing Rules.1.

~~(b) New independent registered public accounting firm:~~SIGNATURES

~~On February~~Pursuant ~~26,~~to ~~2025,~~ the ~~Audit~~requirements ~~Committee~~of the ~~approved~~Securities ~~the~~Exchange ~~appointment~~Act of Li1934, ~~CPA LLC (“Li CPA”) as~~ the ~~Company’s~~registrant ~~independent registered~~has ~~public~~duly ~~accounting~~caused ~~firm~~this report to ~~audit~~be ~~the~~signed ~~Company’s~~on ~~consolidated~~its ~~financial~~behalf ~~statements~~by ~~as of and for~~ the ~~fiscal~~undersigned ~~year ending~~hereunto ~~July~~duly ~~31, 2025, effective February 26, 2025~~authorized.

During the two most recent fiscal years and through February 26, 2025, the Company has not consulted with Li CPA regarding (1) any matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, or (2) any matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, of Regulation S-K.

	ATIF Holdings Limited

	By:	/s/ Dr. Kamran Khan
		Dr. Kamran Khan
		Chief Executive Officer

Dated: July 3, 2025

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

16.1		Letter from ZH CPA, LLC to the Securities and Exchange Commission
104		Cover Page Interactive Data File (embedded within the Inline iXBRL document)

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 hereunto duly authorized.

	ATIF Holdings Limited
	By:	/s/ Dr. Kamran Khan
		Dr. Kamran Khan
		Chief Executive Officer
Dated: February 26, 2025

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