UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~August~~October 2025

Commission File Number: 001-38876

ATIF Holdings Limited

(Translation of registrant’s name into English)

420 ~~GODDARD~~Goddard,

~~IRVINE~~Irvine, CA 92618

308-888-8888

(Address of 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 ☐

~~Regained~~Entry ~~Compliance~~into ~~with~~Material ~~Nasdaq~~Definitive ~~Minimum Bid Price Requirement~~Agreements

AsOn ~~previously~~October ~~disclosed~~8, ~~on June 30,~~ 2025, ~~ATIF Holdings Limited (~~the “Company”) ~~received~~entered ainto ~~written~~certain securities ~~notification~~purchase ~~from~~agreement (the ~~Listing~~“SPA”) ~~Qualifications~~with ~~Department~~certain of“non-U.S. ~~The~~Persons” ~~Nasdaq Stock Market LLC~~ (the “~~Nasdaq~~Purchasers”) as ~~notifying~~defined ~~the~~in ~~Company~~Regulation ~~that,~~S of ~~based on~~ the Securities ~~closing~~Act ~~bid price~~ of ~~the Company’s ordinary shares~~1933, ~~par~~ ~~value~~as ~~$0.001~~amended ~~per share~~ (the “~~Ordinary~~Securities ~~Shares~~Act”), ~~for~~pursuant to which the 30Company ~~consecutive~~agreed ~~business~~to ~~days~~sell ~~from~~up ~~May~~to ~~15,~~an ~~2025~~aggregate toof ~~June 27~~9, ~~2025~~000, ~~the~~000 ~~Company~~units ~~was~~(the ~~not~~“Units”), ineach ~~compliance~~Unit ~~with~~consisting ~~the~~of ~~requirement~~one toordinary share ~~maintain~~of athe ~~minimum~~Company, ~~bid~~par ~~price~~value of $10.00001 per share ~~for~~(“Share”) ~~continued~~and ~~listing~~one onwarrant ~~The Nasdaq~~to ~~Capital~~purchase ~~Market,~~one asShare ~~set~~(“Warrant”) with ~~forth~~an ininitial ~~Nasdaq~~exercise ~~Listing~~price ~~Rule~~of ~~5550(a)(2)~~$4.89 Onper ~~August 22~~Share, ~~2025,~~at ~~the~~a ~~Company~~price ~~was~~of ~~notified~~$3.26 byper ~~Nasdaq~~Unit ~~that~~(“Purchase ~~Nasdaq has~~Price”) ~~determined that~~ for ~~the~~an 10aggregate purchase ~~consecutive business days from August 8, 2025, through August 21, 2025, the closing bid~~ price of ~~the~~approximately ~~Company’s Ordinary Shares has been at~~ $129.0034 ~~per~~million ~~share~~(the ~~or greater~~“Offering”). ~~Thus,~~The ~~the~~net ~~Company~~proceeds ~~has~~from ~~regained~~such ~~compliance~~Offering ~~with~~will ~~Nasdaq~~be ~~Listing~~used ~~Rule 5550(a)(2),~~for ~~and~~working ~~Nasdaq~~capital ~~considers~~or ~~this~~other ~~matter~~general ~~closed~~corporate purposes. s

The Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $4.89 per Share for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions.

The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.

The closing of the Offering will be subject to the satisfaction of all of the closing conditions set forth in the SPA.

The forms of the SPA and the Warrant are filed as Exhibits 99.1 and 99.2, respectively, to this Form 6-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and Warrant, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

Exhibits

Exhibit No.		Description
99.1		Form of Securities Purchase Agreement
99.2		Form of Warrant

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.

Dated: August 28, 2025	ATIF Holdings Limited
Dated: October 15, 2025	ATIF Holdings Limited
	By:	/s/ ~~Dr.~~ Kamran Khan
	Name:	Dr. Kamran Khan
	Title:	Chief Executive Officer

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