阿提夫控股 2025年年度报告和过渡报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJuly 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report Commission File Number: 001-38876 ATIF HOLDINGS LIMITED(Exact Name of Registrant as Specified in Its Charter) N/A(Translation of the Registrant’s name into English) British Virgin Islands(Jurisdiction of incorporation or organization) 420 GoddardIrvine, CA 92618(Address of principal executive offices) Dr. Kamran Khan, Chief Executive OfficerTelephone: 308-888-8888Email: kamrankhan@zbai.co420 GoddardIrvine, CA 92618(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) * Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading SymbolName of Each Exchange on WhichRegisteredOrdinary Shares, par value US$0.001per shareZBAINasdaq Capital Market Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) The number of outstanding ordinary shares as of July 31, 2025 was 23,639,787 ordinary shares, par value $0.001 per share. TheCompany effectuated a reverse share split of its outstanding ordinary shares, par value $0.001 per share, at a ratio of 1-for-18, onAugust 8, 2025. Following this reverse share split, the ordinary shares of the Company had a new par value of $0.018 per share. Byresolution of the directors this was reduced to a par value of $0.001 per share again on August 15, 2025 (the “Ordinary Shares”). Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitionof “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant 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.☐ The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☒U.S. GAAP ☐International Financial Reporting Standards as issued by the InternationalAccounting Standards Board☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow: Item 17☐Item 18☐ If this is an annual report, i