Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
ATIF Holdings Ltd (Name of Issuer) |
Ordinary Shares, par value $0.001 per share (Title of Class of Securities) |
G0602B209 (CUSIP Number) |
Yue Ming 25391 Commercentre Dr., Ste 200 Lake Forest, CA, 92630 646-828-8710 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G0602B209 |
| 1 |
Name of reporting person
Tianzhen Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SAMOA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,292,024.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Tianzhen Investments Limited, a Samoa company, (i) beneficially owns 3,472,024 ordinary shares, $0.001 per share, (the "Shares"), and (ii) may be deemed to beneficially own 1,820,000 Shares, which is held by Eno Group Limited, a Hong Kong company wholly owned by Yanru Zhou, pursuant to a voting rights proxy assignment agreement (the "Assignment Agreement") dated February 10, 2021, entered into by and between TIL and Qiuli Wang, as Qiuli Wang was granted with a proxy to vote EGL's Shares pursuant to a voting rights proxy agreement (the "Proxy Agreement") dated September 30, 2018, entered into by and between EGL and Qiuli Wang.(2) The calculation of this percentage is based on 11,917,452 Shares of the Issuer outstanding as of December 19, 2024, as reported on the Issuer's Form 10-Q, originally filed with the SEC on December 19, 2024, as amended.
SCHEDULE 13D
|
| CUSIP No. | G0602B209 |
| 1 |
Name of reporting person
Jun Liu | ||||||||
| 2 | Check the appr
opriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | G0602B209 |
| 1 |
Name of reporting person
Yanru Zhou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,820,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.27 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Yanru Zhou beneficially owns 1,820,000 Shares through his 100% beneficial ownership of Eno Group Limited, a Hong Kong company. On February 10, 2021, Qiuli Wang, who was granted a proxy to vote Shares held by EGL pursuant to the Proxy Agreement, assigned the Proxy Agreement to TIL pursuant to the Assignment Agreement.(2) The calculation of this percentage is based on 11,917,452 Shares of the Issuer outstanding as of December 19, 2024, as reported on the Issuer's Form 10-Q, originally filed with the SEC on December 19, 2024, as amended.
SCHEDULE 13D
|
| CUSIP No. | G0602B209 |
| 1 |
Name of reporting person
Eno Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,820,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.27 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Yanru Zhou beneficially owns 1,820,000 Shares through his 100% beneficial ownership of Eno Group Limited, a Hong Kong company. On February 10, 2021, Qiuli Wang, who was granted a proxy to vote Shares held by EGL pursuant to the Proxy Agreement, assigned the Proxy Agreement to TIL pursuant to the Assignment Agreement.(2) The calculation of this percentage is based on 11,917,452 Shares of the Issuer outstanding as of December 19, 2024, as reported on the Issuer's Form 10-Q, originally filed with the SEC on December 19, 2024, as amended.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.001 per share | |
| (b) | Name of Issuer:
ATIF Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
25391 Commercentre Dr., Ste 200, Lake Forest,
CALIFORNIA
, 92630. | |
Item 1 Comment:
Explanatory NoteThis Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on September 23, 2020 (as amended to date, the "Schedule 13D"), solely to reflect that as Jun Liu is no longer the sole director of Tianzhen Investments Limited, he no longer may be deemed to beneficially own the Shares held by Tianzhen Investments Limited and therefore will no longer be included as a Reporting Person in future Schedule 13D amendments. Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by (i) Tianzhen Investments Limited ("TIL"), (ii) Jun Liu, (iii) Yanru Zhou, and (iv) Eno Group Limited ("EGL") (collectively, the "Reporting Persons"). | |
| (b) | (i) The business address for TIL is Room 2803, Dachong Business Centre, Dachong 1st Road. Nanshan District, Shenzhen, China.(ii) The business address for Jun Liu is Room 2803, Building A, Dachong Business Centre, Nanshan District, Shenzhen, Guangdong, China.(iii) The business address for Yanru Zhou is Room 2803, Dachong Business Centre, Dachong 1st Road. Nanshan District, Shenzhen, China.(iv) The business address for EGL is Room 2803, Dachong Business Centre, Dachong 1st Road. Nanshan District, Shenzhen, China. | |
| (c) | (i) TIL is a corporation organized under the laws of the Samoa, engaged in the business of investments. Its address is Room 2803, Dachong Business Centre, Dachong 1st Road. Nanshan District, Shenzhen, China.(ii) Jun Liu is an individual and a citizen of the People's Republic of China. Jun Liu's present principal occupation is the president, chief executive officer and chairman of the Board of Directors of the Issuer. The Issuer's address is 25391 Commercentre Dr., Ste 200, Lake Forest, CA.(iii) Yanru Zhou is an individual and a citizen of the People's Republic of China. His present principal occupation is a businessman. He is currently the sole director and member of EGL, which address is Room 2803, Dachong Business Centre, Dachong 1st Road. Nanshan District, Shenzhen, China.(iv) EGL is a corporation organized under the laws of Hong Kong, engaged in the business of investments. Its address is Room 2803, Dachong Business Centre, Dachong 1st Road. Nanshan District, Shenzhen, China. | |
| (d) | During the last five years, the Reporting Persons have not been during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). | |
| (e) | During the past five years, the Reporting Persons have not been a p
arty to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | (i) TIL is a corporation organized under the laws of the Samoa.(ii) Jun Liu is an individual and a citizen of the People's Republic of China.(iii) Yanru Zhou is an individual and a citizen of the People's Republic of China.(iv) EGL is a corporation organized under the laws of Hong Kong. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No amendments to the previously filed Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the Issuer's shares of Common Stock for investment purposes. Subject to ongoing evaluation, the Reporting Persons have no current plans or proposals which relate to or would otherwise result in any of the following:(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;(c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;(e) Any material change in the present capitalization or dividend policy of the issuer;(f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13of the Investment Company Act of 1940;(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;(h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act;or(j) Any action similar to any of those enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D/A is amended and supplemented by incorporating by reference the information set forth in boxes (7) - (13) of the cover pages to this Amendment for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 11,917,452 outstanding shares of the Issuer as of December 19, 2024. | |
| (b) | See Item 5(a). | |
| (c) | During the past 60 days, the Reporting Person have not effected any transactions with respect to the Shares. | |
| (d) | No persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. | |
| (e) | On January 10, 2025, Jun Liu ceased to be the beneficial owner of more than five percent of the outstanding ordinary shares of the Issuer. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No amendments to the previously filed Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement (Incorporated by reference as Exhibit A to the Amendment No. 3 to Schedule 13D filed with the SEC on February 6, 2023) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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