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 ~~October~~June ~~2025~~2026

Commission File Number: 001-38876

ATIF Holdings Limited

(Translation of registrant’s name into English)

420 Goddard,

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 ☐

~~Entry~~Explanatory ~~into Material Definitive Agreements~~Note

OnATIF ~~October~~Holdings 8,Limited ~~2025, the Company entered into certain securities purchase agreement~~ (the “~~SPA~~Company”) ~~with certain “non-U.S. Persons” (the “Purchasers”)~~ ashereby ~~defined~~furnishes ~~in Regulation S of~~ the ~~Securities~~ ~~Act~~following ofdocuments ~~1933,~~ as ~~amended~~exhibits ~~(the “Securities Act”) pursuant~~ to ~~which the~~this ~~Company~~report: ~~agreed to sell up to an aggregate of 9,000,000 units (the~~ “~~Units”),~~Unaudited ~~each~~Condensed ~~Unit~~Consolidated ~~consisting~~Financial ofStatements ~~one ordinary~~for ~~share of~~ the ~~Company,~~Six ~~par~~Months ~~value~~Ended ~~$0.001~~January ~~per~~31, ~~share~~2026 ~~(“Share~~and 2025”) and ~~one warrant to purchase one Share (~~“~~Warrant”) with~~Management’s anDiscussion ~~initial~~and ~~exercise~~Analysis ~~price~~ of ~~$4.89~~Financial ~~per~~Condition ~~Share, at a price of $3.26 per Unit (“Purchase Price”) for an aggregate~~and ~~purchase~~Results ~~price~~ of ~~approximately $29.34 million (the “Offering~~Operations”). ~~The net proceeds from such Offering will be used for working capital or other general corporate purposes.s~~

~~The~~This ~~Warrants~~Form ~~are~~6-K ~~exercisable~~is ~~immediately~~hereby ~~upon the~~incorporated ~~date~~by ofreference into ~~issuance~~the atregistration anstatement ~~initial exercise price~~ of ~~$4.89~~the ~~per~~Company ~~Share~~on ~~for~~Form ~~cash~~F-3 (~~the~~Registration ~~“Warrant Shares”)~~No. ~~The Warrants may also be exercised cashlessly if at any time after the six~~333-~~month~~292471), ~~anniversary~~to of the ~~issuance~~extent ~~date,~~not ~~there~~superseded isby nodocuments ~~effective registration~~or ~~statement~~reports ~~registering,~~subsequently filed or nofurnished ~~current~~by ~~prospectus available for,~~ the ~~resale~~Company ofunder the ~~Warrant~~Securities ~~Shares.~~Act ~~The Warrants shall expire five years from its date~~ of ~~issuance.~~1933, ~~The~~as ~~Warrants~~amended ~~are~~or ~~subject~~the toSecurities ~~customary~~Exchange ~~anti-dilution~~Act ~~provisions reflecting stock dividends and splits or other~~of ~~similar~~1934, ~~transactions~~as amended.

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

EXHIBIT INDEX

Exhibit No.		Description
99.1		Unaudited Condensed Consolidated Financial Statements for the Six Months Ended January 31, 2026 and 2025
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations
101		Interactive Data Files (formatted as Inline XBRL)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: October 15, 2025	ATIF Holdings Limited
Dated: June 5, 2026	ATIF Holdings Limited
	By:	/s/ Dr. Kamran Khan
	Name:	Dr. Kamran Khan
	Title:	Chief Executive Officer

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