Item 1A. Risk Factors
ITEM 1A.
RISK FACTORS
An investment in our ordinary
shares involves a high degree of risk. You should carefully consider the summary of risk factors described below, together with all of
the other information included in this report, before making an investment decision. If any of the following risks actually occur, our
business, financial condition or results of operations could suffer. In that case, the trading price of our ordinary shares could decline,
and you may lose all or part of your investment. You also should read the section entitled “Special Note Regarding Forward Looking
Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such
statements in the context of this report. The risk factors below do not address all the risks relating to securities, business and operations,
and financial condition.
Risks Relating to our Business
We have a limited operating history and
are subject to the risks encountered by early-stage companies .
We have only been in business since November 2015.
We did not generate any revenue until the fiscal year ended July 31, 2016. We launched AT Consulting Center, which offers financial
and advisory services to our clients in August 2018 and acquired CNNM, a media and news platform, in September 2018. As a start-up
company, our business strategies and model are constantly being tested by the market and operating results, and we pursue to adjust our
allocation of resources accordingly. As such, our business may be subject to significant fluctuations in operating results in terms of
amounts of revenues and percentages of total with respect to the business segments.
We are, and expect for the foreseeable future
to be, subject to all the risks and uncertainties, inherent in a new business and in an industry which is in the early stages of development
in China. As a result, we must establish many functions necessary to operate a business, including expanding our managerial and administrative
structure, assessing and implementing our marketing program, implementing financial systems and controls and personnel recruitment. Accordingly,
you should consider our prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by companies with
a limited operating history. These risks and challenges are, among other things:
●
we operate in an industry that is or may in the future be subject to increasing regulation by various governmental agencies in China;
●
we may require additional capital to develop and expand our operations which may not be available to us when we require it;
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our marketing and growth strategy may not be successful;
●
our business may be subject to significant fluctuations in operating results; and
●
we may not be able to attract, retain and motivate qualified professionals.
Our future growth will depend substantially on
our ability to address these and the other risks described in this annual report. If we do not successfully address these risks, our business
would be significantly harmed.
We have incurred net losses for the year
ended July 31, 2023 and expect losses to continue in the near future.
For
the fiscal year ended July 31, 2023, we incurred a loss of $2.9 million. Our
operations have been adversely affected by the effect of Covid 19. In addition, the PRC has recently issued statements that may have the
effect of slowing down our business consulting services of assisting PRC companies to go public in the United States. As a result, until
the PRC further clarifies its views and regulations regarding PRC companies seeking to go public in the United States, and PRC companies
are comfortable with the business climate and seeking our services, we anticipate that we continue to experience losses in the future.
12
Raising additional capital may cause dilution
to our existing stockholders
As of July 31, 2023, we had cash of $0.6 million.
We may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and
alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities,
existing ownership interests will be diluted and the terms of such financings may include liquidation or other preferences that adversely
affect the rights of existing stockholders. Debt financings may be coupled with an equity component, such as warrants to purchase shares,
which could also result in dilution of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased
fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional
debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely
impact our ability to conduct our business and may result in liens being placed on our assets and intellectual property. If we were to
default on such indebtedness, we could lose such assets and intellectual property.
If we do not continue to satisfy the Nasdaq
Capital Market continued listing requirements, our Ordinary Shares could be delisted.
The listing of our Ordinary Shares on the Nasdaq
Capital Market is contingent on our compliance with the Nasdaq Capital Market’s conditions for continued listing. On December 16,
2020, we received notice from The Nasdaq Stock Market (“Nasdaq”) indicating we were not in compliance with the minimum bid
price requirement of $1.00 per share under the Nasdaq Listing Rules. In addition, on December 17, 2020, we received notice from Nasdaq
stating that because we had not yet filed our Annual Report on Form 20-F for the year ended July 31, 2020 (the “Form 20-F”)
by its due date, we were no longer in compliance with Listing Rule which requires listed companies to timely file all required periodic
financial reports with the Securities and Exchange Commission. On December 31, 2020, we filed our Form 20-F with the SEC and on January
28,2021 Nasdaq provide us confirmation that our closing bid price traded over $1.00 for ten consecutive business days. Accordingly, we
are now in compliance with the Nasdaq Listing Rules.
On July 26, 2021, we received another notice from
Nasdaq indicating we that were not in compliance with the minimum bid price requirement of $1.00 per share under the Nasdaq Listing Rules.
The July 26, 2021 notice indicated that it had 180 calendar days, or until January 24, 2022, to regain compliance with the Listing Rules.
On August 23, 2021, we effected the Reverse Split in order to the meet the minimum bid price of $1.00, and on September 14, 2021, we received
notice from Nasdaq that we were back in compliance.
In the future, should we fail to meet the Nasdaq
Listing Rules, we may be subject to delisting by Nasdaq. In the event our Ordinary Shares are no longer listed for trading on the Nasdaq
Capital Markets, our trading volume and share price may decrease and we may experience difficulties in raising capital which could materially
affect our operations and financial results. Further, delisting from the Nasdaq Capital Market could also have other negative effects,
including potential loss of confidence by partners, lenders, suppliers and employees. Finally, delisting could make it harder for us to
raise capital and sell securities.
We lost our foreign private issuer status,
which could result in significant additional costs and expenses.
The regulatory and compliance costs under U.S.
federal securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a foreign private issuer. Because
we are no longer deemed to be a foreign private issuer, we are required to file periodic and current reports and registration statements
on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.
In addition, we lost the ability to rely upon certain exemptions from the Nasdaq Capital Market’s corporate governance requirements
that are available to foreign private issuers.
13
Our historical financial results may not
be indicative of our future performance.
We
may not be able to sustain our historical rapid growth and/or may not be able to grow our business at all. Our net revenue increased from
$3.6 million for the fiscal year ended July 31, 2017 and $5.3 million for the fiscal year ended July 31, 2018. However, our
net revenue decreased to $1.7 million, $0.9 million and $0.6 million for the fiscal year ended July 31, 2022, 2021 and 2020,
respectively. Our net income was $0.6 million for the fiscal year ended July 31, 2017, $1.9 million for the fiscal year ended July 31,
2018, and $0.4 million for the fiscal year ended July 31, 2019, and decreased to a net loss of $17.3 million for the fiscal year
ended July 31, 2020, and a net loss of $9.0 million for the fiscal year 2021, and our net losses were $2.9 million and $3.4 million
for the years ended July 31, 2023 and 2022 respectively. However, our historical growth rate, limited history of operation, changes to
business operations, among other factors, make it difficult to evaluate our prospects.
Substantial doubt about our ability to continue
as a going concern.
Because of our losses from operations, working
capital deficit, and our requirement of additional capital to fund our current operating plan, at July 31, 2023, these factors indicate
the existence of an uncertainty that raises substantial doubt about our ability to continue as a going concern and is dependent on our
ability to raise addition working capital through debt or equity financings.
We
may incur liability for unpaid taxes, including interest and penalties.
In
the normal course of business, we may be subject to challenges from various taxing authorities regarding the amounts of taxes due. The
taxing authorities may take the position that we owe more taxes than we have paid. We recorded tax liabilities of approximately $31,200
and $0.1 million as of July 31, 2023 and 2022, respectively,
for the possible underpayment of income and business taxes. It is possible that our tax for past taxes may be higher than those amounts
if the authorities determine that we are subject to penalties or that we have not paid the correct amount. Although our management believes
it may be able to negotiate with local taxing authorities a reduction to any amounts that such authorities may believe are due and a
reduction to any interest or penalties thereon, we have no guarantee that we will be able to negotiate such a reduction. To the extent
we are able to negotiate such amounts, national-level taxing authorities may take the position that localities are without power to reduce
such liabilities, and such taxing authorities may attempt to collect unpaid taxes, interest and penalties in amounts greatly exceeding
management’s estimates.
Changes in the U.S. capital markets could
make our services less attractive to our clients and adversely affect our business and financial condition.
Our consulting services help our clients become
public companies. For the year ended July 31, 2023, our clients were primarily based in Hong Kong and North America. We are expanding
our consulting services to include Chinese domestic exchanges and the Hong Kong Stock Exchange, but currently, all of our former and current
clients have chosen to go public in the U.S. We believe this is due to the more flexible rules provided by the U.S. OTC markets and
exchanges than the Chinese domestic exchanges, as well as the attractive financing and growth opportunities the U.S. capital market, which
has remained relatively stable comparing to the Chinese capital market, are perceived to be able to provide to the Chinese enterprises.
As a result, our going public consulting business has flourished since its inception in 2015. However, changes in the U.S. capital markets
could make our service less desirable to Chinese enterprises. For example, if the U.S. OTC markets and exchanges make their rules more
stringent to Chinese enterprises, then fewer Chinese enterprises will be able to use our consulting services to go public in the U.S.,
and our business and financial condition will be adversely affected as a result.
14
Failure to maintain or enhance our brand
or image could have a material and adverse effect on our business and results of operations.
We believe our “ATIF” brand is associated
with a well-recognized, integrated consulting services company in the market that it operates, with comprehensive personalized one-stop
consulting services to suit our clients’ needs. Our brand is integral to our sales and marketing efforts. Our continued success
in maintaining and enhancing our brand and image depends to a large extent on our ability to satisfy customers’ needs by further
developing and maintaining quality of services across our operations, as well as our ability to respond to competitive pressures. If we
are unable to satisfy customers’ needs or if our public image or reputation were otherwise diminished, our business transactions
with our clients may decline, which could in turn adversely affect our results of operations.
We may not be successful in implementing
important new strategic initiatives, which may have an adverse impact on our business and financial results.
There is no assurance that we will be able to
implement important strategic initiatives in accordance with our expectations, which may result in an adverse impact on our business and
financial results. Our new strategic initiatives, AT Consulting Center and CNNM, which were launched in 2018, and the investment and financing
analysis reporting business, which was launched in July 2019, are designed to create growth, improve our results of operations and
drive long-term shareholder value. However, our management may lack required experience, knowledge, insight, or human and capital resources
to carry out the effective implementation to expand into new spaces outside the financial consulting industry. As such, we may not be
able to realize our expected growth, and our business and financial results will be adversely impacted.
Increasing competition within our industry
could have an impact on our business prospects.
The financial consulting market is an industry
where new competitors can easily enter into since there are no significant barriers to entry. Competing companies may have significantly
greater financial and other resources than we do and may offer services that are more attractive to companies seeking funds; increased
competition would have a negative impact on both our revenues and our profit margins.
Our results of operations and cash flows
may fluctuate due to the non-recurring nature of our going public consulting services provided to our clients.
We
generated the bulk of our total revenues from going public consulting services provided to small and medium-sized enterprises.
Unlike other service businesses that have the potential of retaining their clients for long-term and recurring services, our consulting
contractual relationships with our clients usually last for 12 months; there is no recurring business from our clients once they become
public companies. Therefore, we face the constant challenge of identifying and recruiting new clients in order to maintain our operations
and cash flows, which are difficult for us to predict from year to year.
In addition, even though we screen our prospective
clients carefully before entering into service agreements, occasionally we have to discontinue our consulting services due to a variety
of unforeseeable reasons such as the client’s shortage in funds, disagreements regarding the going public process, and changes in
the client’s business and expectations, among others. Due to the fact that our consulting fee is paid on installments, we will not
be able to realize the complete contracted amounts under these circumstances, without getting into potentially costly litigations.
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Arbitration proceedings, legal proceedings,
investigations, and other claims or disputes are costly to defend and, if determined adversely to us, could require us to pay fines or
damages, undertake remedial measures, or prevent us from taking certain actions, any of which could adversely affect our business.
In the course of our business, we are, and in
the future may be, a party to arbitration proceedings, legal proceedings, investigations, and other claims or disputes, which have related
and may relate to subjects including commercial transactions, intellectual property, securities, employee relations, or compliance with
applicable laws and regulations. As discussed below, we are engaged in a lawsuit relating to certain engagement agreements we had in connection
with our and Leaping Group Co.’s initial public offering.
On May 14, 2020, Boustead Securities, LLC (“Boustead”)
filed its original complaint in the United States District Court for the Southern District of New York (CV-03749) against LGC and us.
The case arises from a consulting agreement between us and Boustead, wherein Boustead claims that it is entitled to fees in connection
with our cancellation of an $1,851,000 outstanding debt owed by LGC and issuance of 9,940,002 ordinary shares (1,988,000 ordinary shares
retrospectively restated for effect of reverse stock split on August 30, 2021) to LGC in exchange for a 51.2% interest in LGC. Boustead
claims that we breached that consulting agreement and is entitled to fees in connection with our acquiring control of LGC. Boustead’s
complaint alleges four causes of action against us including breach of contract; breach of the implied covenant of good faith and fair
dealing; tortious interference with business relationships and quantum meruit.
On October 6, 2020, we filed a motion to dismiss
Boustead’s Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) and 12(b)(5). On October 9, 2020, the United States District
Court for the Southern District of New York directed Boustead to respond to the motion or amend its Complaint by November 10, 2020. Boustead
opted to amend its complaint and filed the amended complaint on November 10, 2020. Boustead’s first amended complaint asserted the
same four causes of action against LGC and us as its original complaint. We filed another motion to dismiss Boustead’s amended complaint
on December 8, 2020.
On August 25, 2021, the United States District
Court for the Southern District of New York granted ATIF’s motion to dismiss Boustead’s first amended complaint. In its order
and opinion, the United States District Court for the Southern District of New York allowed Boustead to move for leave to amend its causes
of action against us as to breach of contract and tortious interference with business relationships, but not breach of the implied covenant
of good faith and fair dealing and quantum meruit. On November 4, 2021, Boustead filed a motion seeking leave to file a second amended
complaint to amend its cause of action for Breach of Contract. The Court granted Boustead’s motion for leave and Boustead filed
the second amended complaint on December 28, 2021 alleging only breach of contract and dropping all other causes of action alleged in
the original complaint. On January 18, 2022, the Company filed a motion to dismiss Boustead’s second amended complaint. Boustead
filed its opposition on February 1, 2022 and the Company replied on February 8, 2022.
On July 6, 2022, the Court
denied our motion to dismiss the second amended complaint. Thereafter, on August 3, 2022, the Company filed a motion to compel arbitration.
Thereafter, on August 3, 2022, the Company filed a motion to compel arbitration. Briefing on the Company’s motion to compel concluded
on August 23, 2022 Since the agreement between ATIF and Boustead contains a valid arbitration clause that applies to Boustead’s
breach of contract claim, and the parties have not engaged in discovery, on February 14, 2023, the Court ordered that ATIF’s motion
to compel arbitration is granted and this case is stayed pending arbitration.
On March 10, 2023, Boustead
filed Demand for Arbitration against ATIF (the Respondent) before JAMS in California and the case Ref. No. is 5220002783. On May 25, 2023,
ATIF filed its answer to deny Boustead’s Demand for Arbitration, which was unsuccessful and the arbitration process was initiated.
The arbitrator ordered a motion to be filed by Boustead for a determination of contact interpretation, prior to extensive discovery into
issues such as the alleged merits and damages, and to determine whether the contract interpretation should allow the matter to further
proceed. Boustead had filed the Motion for Contract Interpretation Determination. ATIF filed its opposition to that Motion on October
16, 2023. The hearing on the motion was held on November 8, 2023, during which
the arbitrator extended the hearing to February 29, 2024. The arbitrator also established December 15, 2023, as the deadline for Boustead
to submit its reply regarding the contract interpretation issues raised by the Company. Simultaneously, the Company was granted until
February 12, 2024, to present its response brief.
Our management believes it
is premature to assess and predict the outcome of this pending arbitration.
16
We may be subject to damages resulting from unauthorized access
or hacking and other cyber risks.
Hacking is the process of
attempting to gain or successfully gaining unauthorized access to computer system. As with any website, our websites may be subject to
hacking regardless of whether we have in place securities systems which limit access to our platform. When a person engages in website
hacking, he or she takes control of the website from the website owner. Password hacking is obtaining a user’s secret password from
data that has been stored in or transmitted by a computer system. Computer hacking is obtaining access to and viewing, creating or editing
material without authorization. Hackers can bring a website down by causing large numbers of users to seek to access the website without
the knowledge of the users, which is known as denial-of-service hacking. Despite our disclaimers, injured parties may seek to obtain damages
from us for their loss. Thus, in additional to any financial or reputation losses that we may sustain, it is possible that a court or
administrative body may hold us liable for damages sustained by others. Any such losses could materially impair our financial condition
and our ability to conduct business.
If we fail to hire, train, and retain qualified
managerial and other employees, our business and results of operations could be materially and adversely affected.
We place substantial reliance on the consulting
and financial service industry experience and knowledge of our senior management team as well as their relationships with other industry
participants. The loss of the services of one or more members of our senior management could hinder our ability to effectively manage
our business and implement our growth strategies. Finding suitable replacements for our current senior management could be difficult,
and competition for such personnel of similar experience is intense. If we fail to retain our senior management, our business and results
of operations could be materially and adversely affected.
Our consulting service personnel are critical
to maintaining the quality and consistency of our services, brand, and reputation. It is important for us to attract qualified managerial
and other employees who have experience in consulting services and are committed to our service approach. There may be a limited supply
of such qualified individuals. We must hire and train qualified managerial and other employees on a timely basis to keep pace with our
rapid growth while maintaining consistent quality of services across our operations. We must also provide continuous training to our managerial
and other employees so that they are equipped with up-to-date knowledge of various aspects of our operations and can meet our demand for
high-quality services. If we fail to do so, the quality of our services may decrease, which in turn, may cause a negative perception of
our brand and adversely affect our business.
Any failure to protect our trademarks and
other intellectual property rights could have a negative impact on our business.
We believe our trademarks, “亞洲時代”
in Hong Kong, “ATIF” in Hong Kong and China, “亚洲时代” in China, “CNNM” in
Hong Kong “INTERNATIONAL SCHOOL OF FINANCE” in Hong Kong, “IPOEX” in China, the United Kingdom, the European Union,
and Singapore, and is also in the process of registration with the trademark office of Korea, and other intellectual property rights are
critical to our success. Any unauthorized use of our trademarks and other intellectual property rights could harm our competitive advantages
and business. Historically, China has not protected intellectual property rights to the same extent as the United States, and infringement
of intellectual property rights continues to pose a serious risk of doing business in China. Monitoring and preventing unauthorized use
are difficult. The measures we take to protect our intellectual property rights may not be adequate. Furthermore, the application of laws
governing intellectual property rights in China and abroad is uncertain and evolving, and could involve substantial risks to us. If we
are unable to adequately protect our brand, trademarks and other intellectual property rights, we may lose these rights and our business
may suffer materially.
As internet domain name rights are not rigorously
regulated or enforced in China, other companies may incorporate in their domain names elements similar in writing or pronunciation to
the “ATIF”, “CNNM,” and “INTERNATIONAL SCHOOL OF FINANCE,” and “IPOEX” trademarks or their
Chinese equivalents. This may result in confusion between those companies and our company and may lead to the dilution of our brand value,
which could adversely affect our business.
17
We depend heavily on a limited number
of clients.
We have derived, and believe
that we will continue to derive, a significant portion of our revenue from a limited number of clients for which we perform large projects.
In addition, revenue from a large client may constitute a significant portion of our total revenue in any particular quarter. The loss
of any of our large clients for any reason, including as a result of the acquisition of that client by another entity, our failure to
meet that client’s expectations, the client’s decision to reduce spending on projects, or failure to collect amounts owed
to us from our client could have a material adverse effect on our business, financial condition and results of operations.
We rely on information
management systems and any damage, interruption or compromise of our information management systems or data could disrupt and harm our
business.
We
rely upon information technology systems and networks, some of which are managed by third parties, to process, transmit, and store electronic
information in connection with the operation of our business. Additionally, we collect and store data that is sensitive to our company.
Operating these information technology systems and networks and processing and maintaining this data, in a secure manner, are critical
to our business operations and strategy. Our information management systems and the data contained therein may be vulnerable to damage,
including interruption due to power loss, system and network failures, operator negligence and similar causes.
The
techniques used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and often are not
recognized until launched against a target, or even some time after. We may be unable to anticipate these techniques, implement adequate
preventative measures or remediate any intrusion on a timely or effective basis even if our security measures are appropriate, reasonable,
and/or comply with applicable legal requirements. Certain efforts may be state-sponsored and supported by significant financial and technological
resources, making them even more sophisticated and difficult to detect. Insider or employee cyber and security threats are also a significant
concern for all companies, including ours. Given the unpredictability of the timing, nature and scope of such disruptions, we could potentially
be subject to production downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and
services to our customers, the compromising, misappropriation, destruction or corruption of data, security breaches, other manipulation
or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, and/or damage
to our reputation, any of which could have a material adverse effect on our competitive position, results of operations, cash flows or
financial condition. Any significant compromise of our information management systems or data could impede or interrupt our business operations
and may result in negative consequences including loss of revenue, fines, penalties, litigation, reputational damage, inability to accurately
and/or timely complete required filings with government entities including the SEC and the Internal Revenue Service, unavailability or
disclosure of confidential information (including personal information) and negative impact on our stock price.
18
We may not be successful
in the implementation of our business strategy or our business strategy may not be successful, either of which will impede our development
and growth.
We do not know whether we
will be able to continue successfully implementing our business strategy or whether our business strategy will ultimately be successful.
In assessing our ability to meet these challenges, a potential investor should take into account our lack of operating history, our management’s
relative inexperience, the competitive conditions existing in our industry and general economic conditions. Our growth is largely dependent
on our ability to successfully implement our business strategy. Our revenues may be adversely affected if we fail to implement our business
strategy or if we divert resources to a business strategy that ultimately proves unsuccessful.
Our service offerings may not be accepted.
We constantly seek to modify
our service offerings to the marketplace. As is typically the case evolving service offerings, anticipation of demand and market acceptance
are subject to a high level of uncertainty. The success of our service offerings primarily depends on the interest of our customers. In
general, achieving market acceptance for our services will require substantial marketing efforts and the expenditure of significant funds,
which we may not have available, to create awareness and demand among customers.
These risks could materially
affect our business, results of operation or financial condition and affect the value of our securities. Additional risks and uncertainties
that are not yet identified may also materially harm our business, operating results and financial condition and could result in a complete
loss of your investment. You could lose all or part of your investment. For more information, see “Where You Can Find More Information.”
Risks
Relating to Doing Business in China
Changes in China’s economic, political,
or social conditions or government policies could have a material adverse effect on our business and operations.
If
the Company is engaged by clients in mainland China and Hong Kong and we derive revenue from mainland China and Hong Kong, our business,
financial condition, results of operations, and prospects may be influenced, to a degree, by political, economic, and social conditions
in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level
of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the
Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, including the reduction
of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a significant
portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant
role in regulating industries by imposing regulatory guidance or policies. The Chinese government also exercises significant control
over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting
monetary policies, and providing preferential treatment to particular industries or companies.
While the Chinese economy
has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the
economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government, or in the laws and regulations
in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business
and operating results, reduce demand for our services, and weaken our competitive position. The Chinese government has implemented various
measures to encourage economic growth and guided the allocation of various types of resources. Some of these measures may benefit the
overall Chinese economy, but others may have a negative effect on our operations.
19
The legal system in the PRC
is not as developed as in some other jurisdictions, such as the U.S. The PRC legal system is a civil law system based on written statutes.
Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential
value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of
many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.
Uncertainties arising from the legal system in China, including uncertainties regarding the interpretation and enforcement of PRC laws
and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue
to offer securities, result in a material adverse change to our client’s business operations and our ability to provide them services,
which could materially and adversely affect our financial condition and results of operations and cause our securities to significantly
decline in value or become worthless.
The Chinese government exerts substantial
influence over the manner in which we conduct our business activities in PRC.
The Chinese government has
exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulations and state
ownership. Our ability and our PRC clients’ ability to conduct business in China may be harmed by changes in its laws and regulations,
including those relating to taxation, property and other matters, which could result in a material change in our operations, our PRC clients’
operations and the value of the securities we are registering. The central or local governments of these jurisdictions may impose new
and restrictive regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part
to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision
not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in
the implementation of economic policies, could have a significant effect on economic conditions in China, and result in a material change
in our operations and/or that of our clients.
For example, the Chinese cybersecurity
regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that
Didi Global Inc.’s application be removed from all the smartphone application stores in China.
Given the example of Didi
Global Inc. and recent statements of by the Chinese government indicating an intent to exert more oversight and control overseas offerings
and foreign investments in Chinese companies, our Chinese clients’ business may be subject to various government and regulatory
interference once our Chinese clients’ shares are listed on a US stock exchange and such regulatory actions could significantly
limit or completely hinder our ability to offer or continue to offer our services to our clients in China and directly impact our revenue.
Although we are currently
not required to obtain any permission from any PRC government to conduct business in China, it will remain uncertain when and whether
we will be required to obtain any permission from the PRC government to provide services to Chinese companies, and even when we obtain
such permission in accordance with the new rules and regulations, it will be unclear whether such permission will be rescinded or revoked
at some point in time.
Changes in the policies of the PRC government
could have a significant impact upon our ability to generate revenue from the PRC.
Currently, a significant portion
of our clients operate and generate their revenue in the PRC. Accordingly, economic, political and legal developments in the PRC will
significantly impact our customers’ business, financial condition, results of operations and prospects. Policies of the PRC government
can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. As a result of our
customers’ business operation, our ability to conduct a profitable business in the PRC may be adversely affected by changes in policies
by the PRC government, including changes in laws, regulations or their interpretation. As of the date of this annual report, we have not
been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor have we received any inquiry,
notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures.
20
We have been closely monitoring
China’s regulatory developments regarding any approvals from the CSRC, the CAC, or other PRC regulatory authorities required for our business
operations. However, significant uncertainty remains about enacting, interpreting, and implementing regulatory requirements related to
overseas securities offerings and other capital markets activities. The PRC government may take actions to exert more oversight and control
over offerings by China-based issuers conducted overseas and/or foreign investment in such companies, which could significantly limit
or ultimately hinder our ability to offer or continue to offer services to companies looking to get listed outside China and which might
impact our revenue. If it is determined in the future that the approval or permissions of the CSRC, the CAC, or any other regulatory authority
is required for the business operations and if we do not receive or maintain the approvals or permissions, or if we inadvertently conclude
that such approvals or permissions are not required, or applicable laws, regulations, or interpretations change such that we are required
to obtain approvals or permissions in the future, we may be subject to investigations by competent regulators, fines or penalties, ordered
to suspend our relevant operations and rectify any non-compliance, or take other actions prohibited from engaging in a relevant business
or conducting any offering. These risks could result in a material adverse change in our operations, significantly impact our revenue
or ultimately hinder our ability to offer or continue to offer securities to investors, or cause such securities to decline in value or
become worthless.
In light of recent events indicating greater
oversight by the CAC over data security, we may be subject to a variety of PRC laws and other obligations regarding cybersecurity and
data protection, and any failure to comply with applicable laws and obligations could have a material adverse effect on our business,
our listing on the Nasdaq Capital Market, financial condition, results of operations, and the offering.
The Chinese regulatory requirements
with respect to cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations, and significant
changes, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with the PRC cybersecurity
and data privacy requirements in a timely manner, or at all, may subject our clients to government enforcement actions and investigations,
fines, penalties, suspension or disruption of their operations, among other things. The Chinese Cybersecurity Law, which was adopted by
the National People’s Congress on November 7, 2016 and came into force on June 1, 2017, provide that personal information
and important data collected and generated by a critical information infrastructure operator in the course of its operations in China
must be stored in China, and the Cybersecurity Review Measures which became effective on February 15, 2022, provided that if a critical
information infrastructure operator purchases internet products and services that affect or may affect national security, it should be
subject to cybersecurity review by the CAC. Due to the lack of further interpretations, the exact scope of what constitute a “CIIO”
remains unclear. Further, the PRC government authorities may have wide discretion in the interpretation and enforcement of these laws.
On June 10, 2021, the Standing
Committee of the National People’s Congress promulgated the Data Security Law, which took effect on September 1, 2021. The Data
Security Law requires that data shall not be collected by theft or other illegal means, and also provides for a data classification and
hierarchical protection system. The data classification and hierarchical protection system puts data into different groups according to
its importance in economic and social development, and the damages it may cause to national security, public interests, or the legitimate
rights and interests of individuals and organizations in case the data is falsified, damaged, disclosed, illegally obtained or illegally
used. In addition, on December 28, 2021, a total of thirteen governmental departments of the PRC, including the PRC State Internet Information
Office, issued the Measures of Cybersecurity Review, according to which, a cybersecurity review is conducted by the CAC, to assess potential
national security risks that may be brought about by any procurement, data processing, or overseas listing. The Measures of Cybersecurity
Review further, if effective, would require that critical information infrastructure operators and services and data processing operators
that possess personal data of at least one (1) million users must apply for a review by the Cybersecurity Review Office of PRC, if they
plan to conduct securities listings on foreign exchanges. In addition to the new Measures of Cybersecurity Review, it also remains uncertain
whether any future regulatory changes may impose additional restrictions on our clients.
It remains uncertain as to
how the Cybersecurity Review Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may
adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures. Our clients
may experience disruptions to their operations should they be required to have a cybersecurity review by the CAC. Any cybersecurity review
could also result in uncertainty to their US stock exchange listing, future offerings, negative impacts on our share trading prices and
diversion of our managerial and financial resources.
21
We may face negative tax implications due
to the termination of the VIE structure.
We have terminated the VIE
structure to mitigate the potential risks arising from the PRC government provision of new guidance to and restrictions on China-based
companies raising capital offshore and currently have no VIE structure in the corporate group. However, if the relevant PRC tax authority
determines that the Exclusive Service Agreement under the terminated VIE arrangements had no reasonable business purpose and involved
unreasonable transfer pricing, there might be potential tax liabilities on ATIF BVI. According to the provision under the PRC Enterprise
Income Tax Law, if the business transactions between related parties do not comply with principle of independent transaction and reduce
the taxable income or income, the tax authorities are entitled to make an adjustment by using a reasonable method. Therefore, we cannot
provide any assurance that there is no retrospective tax or other liabilities or consequences on us due to the winding-up of the VIE structure.
Risks related to a future determination
that the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect or investigate our auditor completely.
The
audit report included in our annual
report on Form 20-F for the year ended July 31, 2021, was issued by ZH CPA, a U.S.-based accounting firm that is registered with the PCAOB
and can be inspected by the PCAOB. We have no intention of dismissing ZH CPA in the future or of engaging any auditor not based in the
U.S. and not subject to regular inspection by the PCAOB. There is no guarantee, however, that any future auditor engaged by the Company
would remain subject to full PCAOB inspection during the entire term of our engagement. The PCAOB is currently unable to conduct inspections
in China without the approval of Chinese government authorities. If it is later determined that the PCAOB is unable to inspect or investigate
our auditor completely, investors may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are
completely inspected by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly
evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements
and disclosures are adequate and accurate. In addition, under the HFCAA, our securities may be prohibited from trading on the Nasdaq or
other U.S. stock exchanges or in the over the counter trading market in the U.S. if our auditor is not inspected by the PCAOB for three
consecutive years, and this ultimately could result in our Ordinary Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate
passed the AHFCAA, which w as signed into law on
December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange
if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.
On December 2, 2021, SEC has announced the adoption
of amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants the
SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in
a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (Commission-Identified Issuers). The final amendments require
Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental
entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a Commission-Identified Issuer that
is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for
itself and any of its consolidated foreign operating entities. Further, the adopting release provides notice regarding the procedures
the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers,
as required by the HFCAA. The SEC will identify Commission-Identified Issuers for fiscal years beginning after Dec. 18, 2020. A Commission-Identified
Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.
If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended Dec. 31, 2021, the
registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year
ended Dec. 31, 2022.
22
Risks Relating to the our Ordinary Shares
The Warrants we sold in a Private Placement
Completed on November 5, 2020 contain repricing features which may have the effect of limiting our ordinary share price and make it more
expensive to raise capital in the future.
In
a November 5, 2020, private placement, we sold warrants to purchase 869,565 Ordinary Shares at an exercise price of $4.60 per Ordinary
Share. Each warrant will expire five years from the date of issuance. The warrant exercise price may be subject to adjustment in the event
that we issue certain securities at prices below the then exercise price. In connection with our reverse stock split, the exercise price
for these warrants were repriced at $2.74 per ordinary share. Until these warrants all exercised, these repricing exercise features may
have the effect of limiting our ordinary share price and make it more expensive to raise capital in the future. As of July 31, 2023, 563,855
warrants have been exercised for 459,986 Ordinary Shares, among which 389,855 warrants were exercised at $2.74 per ordinary share for
an aggregate total of $1.1 million, and the remaining 174,000 warrants were cashless exercises.
Sales of a significant number of our Ordinary
Shares in the public market, or the perception that such sales could occur, could depress the market price of our Ordinary Shares.
In connection with a private placement of warrants
to purchase 869,565 Ordinary Shares that closed on November 5, 2020, we have filed a registration statement allowing the holders of the
warrants to resale the Ordinary Shares that they may acquire upon the exercise thereof in the public market. The exercise of the warrants
and subsequent sales of those Ordinary Shares in the public market could depress the market price of our Ordinary Shares and impair our
ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our Ordinary
Shares would have on the market price of our Ordinary Shares.
Our largest shareholder owns approximately
54.7% of our Ordinary Shares, which will allow him the ability to elect directors and approve matters requiring shareholder approval by
way of resolution of members.
Mr.
Jun Liu, who is our President, Chief Executive Officer and Chairman of the Board, is currently the beneficial owner of 5,268,330 ordinary
shares (as adjusted to reflect the Reverse Split), or 54.7% of our current outstanding Ordinary Shares (36.0% directly held by Tianzhen
Investments Limited, an entity 100% owned by Mr. Liu, and the remaining 19.0% that may be deemed to be beneficially owned by Mr. Liu through
the assignment of a proxy agreement entered with Eno Group Limited on September 30, 2018 to Tianzhen Investments Limited on February
10, 2021). Mr.
Liu has the power to elect all directors and approve all matters requiring shareholder approval without the votes of any other shareholder,
significant influence over a decision to enter into any corporate transaction, and the ability to prevent any transaction that requires
the approval of shareholders, regardless of whether or not our directors or other shareholders believe that such a transaction is in our
best interests. Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or
other business combination, which could, in turn, have an adverse effect on the market price of our Ordinary Shares or prevent our shareholders
from realizing a premium over the then-prevailing market price for their Ordinary Shares.
Since we are deemed a “controlled
company” under the Nasdaq listing rules, we may follow certain exemptions from certain corporate governance requirements that could
adversely affect our public shareholders.
Our largest shareholder owns more than a majority
of the voting power of our outstanding ordinary shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting
power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance
with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under
the Nasdaq listing rules even though we are deemed a “controlled company,” we could elect to rely on these exemptions
in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board
of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist
entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during
any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to
shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
23
We do not intend to pay dividends for the
foreseeable future.
We currently intend to retain any future earnings
to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.
As a result, you may only receive a return on your investment in our Ordinary Shares if the market price of our Ordinary Shares increases.
If we fail to maintain an effective system
of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.
We
are subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission, or the SEC, as required by
Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, adopted rules requiring every public company to include
a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s
assessment of the effectiveness of the company’s internal controls over financial reporting. As we are an “emerging growth
company,” we are expected to first include a management report on our internal controls over financial reporting in our annual report
in the second fiscal year end following the effectiveness of our IPO. As such, these requirements applied to our annual report on Form 10-K
for the fiscal year ending on July 31, 2023. Our management may conclude that our internal controls over our financial reporting
are not effective. Moreover, even if our management concludes that
our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest
to our management’s assessment or may issue a report that is qualified if it is not satisfied with our internal controls or the
level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently
from us. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources
and systems for the foreseeable future.
Prior to our IPO, we were a private company with
limited accounting personnel and other resources with which to address our internal controls and procedures. We plan to remedy our material
weaknesses and other control deficiencies in time to meet the deadline imposed by Section 404 of the Sarbanes-Oxley Act. If we fail
to timely achieve or maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal controls
over financial reporting. Moreover, effective internal controls over financial reporting are necessary for us to produce reliable financial
reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial
reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our
business and negatively impact the trading price of our Ordinary Shares. Furthermore, we anticipate that we will incur considerable costs
and devote significant management time and efforts and other resources to comply with Section 404 of the Sarbanes-Oxley Act.
If securities or industry analysts do not
publish research or reports about our business, or if the publish a negative report regarding our Ordinary Shares, the price of our Ordinary
Shares and trading volume could decline.
The trading market for our Ordinary Shares may
depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control
over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Ordinary Shares would likely decline.
If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in
the financial markets, which could cause the price of our Ordinary Shares and the trading volume to decline.
24
The market price of our Ordinary Shares
may be volatile or may decline regardless of our operating performance.
The market price of our Ordinary Shares may fluctuate
significantly in response to numerous factors, many of which are beyond our control, including:
●
actual or anticipated fluctuations in our revenue and other operating results;
●
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
●
actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
●
announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
●
price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
●
lawsuits threatened or filed against us; and
●
other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.
In addition, the stock markets have experienced
extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.
In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved
in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business,
and adversely affect our business.
Because we are an “emerging growth
company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence
in us and our Ordinary Shares.
We are an “emerging growth company,”
as defined in the JOBS Act, and we intend to take advantage of certain exemptions from disclosure and other requirements applicable to
other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result,
if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may
deem important. After we are no longer an “emerging growth company,” we expect to incur significant additional expenses and
devote substantial management effort toward ensuring compliance increased disclosure requirements.
Because we have ceased to qualify as a foreign
private issuer, we are required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers,
and we will incur significant additional legal, accounting, and other expenses that we would not incur as a foreign private issuer.
Because we are no longer a foreign private issuer,
we are no longer exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our
officers, directors, and principal shareholders are no longer exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are now required under the Exchange Act to file periodic reports and financial
statements with the SEC as frequently or as promptly as United States domestic issuers, and we are now required to disclose in our periodic
reports all of the information that United States domestic issuers are required to disclose.
25
If we were deemed an investment company
under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated
and could have a material adverse effect on our business and the price of our Ordinary Shares.
We do not believe that we are an “investment
company” under the Investment Company Act of 1940 (the “1940 Act”). Generally, a person is an “investment company”
if it owns investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities
and cash items) on an unconsolidated basis. We intend to conduct our operations so that we will not be deemed an investment company. However,
if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and
our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and would have a material
adverse effect on our business and the price of our Ordinary Shares.
Anti-takeover provisions in our amended
and restated memorandum and articles of association may discourage, delay, or prevent a change in control.
Some provisions in our amended and restated memorandum
and articles of association, may discourage, delay, or prevent a change in control of our company or management that shareholders may
consider favorable, including, among other things, the following:
●
provisions that permit our board of directors by resolution to amend certain provisions of the memorandum and articles of association, including to create and issue classes of shares with preferred, deferred or other special rights or restrictions as the board of directors determine in their discretion, without any further vote or action by our shareholders. If issued, the rights, preferences, designations, and limitations of any class of preferred shares would be set by the board of directors by way of amendments to relevant provisions of the memorandum and articles of association and could operate to the disadvantage of the outstanding ordinary shares the holders of which would not have any pre-emption rights in respect of such an issue of preferred shares. Such terms could include, among others, preferences as to dividends and distributions on liquidation, or could be used to prevent possible corporate takeovers; and
●
provisions that restrict the ability of our shareholders holding in aggregate less than thirty percent (30%) of the outstanding voting shares in the company to call meetings and to include matters for consideration at shareholder meetings.
Because we are a BVI company, you may be
unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain.
We are incorporated in the BVI and some of our
directors and officers reside outside of the United States. As a result, it may be difficult or impossible for you to bring an action
against us or against these individuals in the United States in the event that you believe we have violated your rights, either under
United States federal or state securities laws or otherwise, or if you have a claim against us. Even if you are successful in bringing
an action of this kind, the laws of the BVI may not permit you to enforce a judgment against our assets outside of the United States or
the assets of our directors and officers.
26
Our board of directors may decline to register
transfers of ordinary shares in certain circumstances.
Our board of directors may, in its sole discretion,
decline to register any transfer of any Ordinary Share issued in certificated form, which is not fully paid up or on which we have a lien.
Our directors may also decline to register any transfer of any share issued in certificated form in the case of a transfer to joint
holders, the number of joint holders to whom the share is to be transferred does not exceed four. A shareholder wishing to transfer its
Ordinary Shares is liable to pay to the Company a fee of such maximum sum as Nasdaq Capital Market may determine to be payable, or
such lesser sum as our board of directors may from time to time require in respect thereof.
If our directors refuse to register a transfer
they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee
notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers
or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time
to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than
30 days in any year.
Certain types of class or derivative actions
generally available under U.S. law may not be available as a result of the fact that we are incorporated in the BVI. As a result, the
rights of shareholders may be limited.
Whilst statutory provisions do exist in British
Virgin Islands law for derivative actions to be brought in certain circumstances, these rights may be more limited than the rights afforded
to minority shareholders under the laws of states in the United States and shareholders of BVI companies may not have standing to initiate
a shareholder derivative action in a court of the United States. Furthermore, questions of interpretation of our memorandum and articles
of association will be questions of BVI law and determined by the BVI courts. In any event, the circumstances in which any such action
may be brought, if at all, and the procedures and defenses that may be available in respect to any such action, may result in the rights
of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly,
shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are
also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S.
securities law or to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S.
securities laws that are penal in nature.
There is no statutory recognition in the BVI of
judgments obtained in the United States, although the courts of the BVI will in certain circumstances recognize such a foreign judgment
and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary
provided that:
(i)
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; is final and for a liquidated sum;
(ii)
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
(iii)
in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
(iv)
recognition or enforcement of the judgment would not be contrary to public policy in the BVI; and
(v)
the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
In appropriate circumstances, a BVI Court may
give effect in the British Virgin Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance
of contracts and injunctions.
27
You may have more difficulty protecting
your interests than you would as a shareholder of a U.S. corporation.
Our corporate affairs are governed by the provisions
of our memorandum and articles of association, as amended and restated from time to time, the BVI Business Companies Act, 2004 as amended
from time to time (the “BVI Act”) and the common law of the BVI. The rights of shareholders and the statutory duties and fiduciary
responsibilities of our directors and officers under BVI law may not be clearly established as they would be under statutes or judicial
precedents in some jurisdictions in the United States, and some states (such as Delaware) have more fully developed and judicially interpreted
bodies of corporate law.
These rights and responsibilities are governed
by our amended and restated memorandum and articles of association, the BVI Act and the common law of the BVI. The common law of the BVI
is derived in part from judicial precedent in the BVI as well as from English common law, which has persuasive, but not binding, authority
on a court in the BVI. In addition, BVI law does not make a distinction between public and private companies and some of the protections
and safeguards (such as statutory pre-emption rights, save to the extent expressly provided for in the amended and restated memorandum
and articles of association) that investors may expect to find in relation to a public company are not provided for under BVI law.
There may be less publicly available information
about us than is regularly published by or about U.S. issuers. Also, the BVI regulations governing the securities of BVI companies may
not be as extensive as those in effect in the United States, and the BVI law and regulations regarding corporate governance matters may
not be as protective of minority shareholders as state corporation laws in the United States. Therefore, you may have more difficulty
protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would
as a shareholder of a corporation incorporated in the United States.
The laws of BVI provide limited protections
for minority shareholders, so minority shareholders will not have the same options as to recourse in comparison to the United States if
the shareholders are dissatisfied with the conduct of our affairs.
Under the laws of the BVI there is limited statutory
protection of minority shareholders other than the provisions of the BVI Act dealing with shareholder remedies. The principal protections
under BVI statutory law are derivative actions, actions brought by one or more shareholders for relief from unfair prejudice, oppression
and unfair discrimination and/or to enforce the BVI Act or the amended and restated memorandum and articles of association. Shareholders
are entitled to have the affairs of the company conducted in accordance with the BVI Act and the amended and restated memorandum and articles
of association, and are entitled to payment of the fair value of their respective shares upon dissenting from certain enumerated corporate
transactions.
The common law of the BVI is derived in part from
judicial precedent in the BVI as well as from English common law, which has persuasive, but not binding, authority on a court in the BVI.
There are common law rights for the protection of shareholders that may be invoked, largely dependent on English company law, since the
common law of the BVI is less extensive than that of England. Under the general rule pursuant to English company law known as the
rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority
of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors.
However, every shareholder is entitled to seek to have the affairs of the company conducted properly according to law and the constitutional
documents of the company. As such, if those who control the company have persistently disregarded the requirements of company law or the
provisions of the company’s memorandum and articles of association, then the courts may grant relief. Generally, the areas in which
the courts will intervene are the following: (i) a company is acting or proposing to act illegally or beyond the scope of its authority;
(ii) the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than
the number of votes which have actually been obtained; (iii) the individual rights of the plaintiff shareholder have been infringed
or are about to be infringed; or (iv) those who control the company are perpetrating a “fraud on the minority.”
These rights may be more limited than the rights
afforded to minority shareholders under the laws of states in the United States.
28
There are no pre-emptive rights in favor
of holders of ordinary shares so you may not be able to participate in future equity offerings.
There are no pre-emptive rights applicable under
the BVI Act or the amended and restated memorandum and articles of association in favor of holders of ordinary shares in respect of further
issues of shares of any class. Consequently, you will not be entitled under applicable law to participate in any such future offerings
of further ordinary shares or any preferred or other classes of shares.
If we are classified as a passive foreign
investment company, United States taxpayers who own our Ordinary Shares may have adverse United States federal income tax consequences.
A non-U.S. corporation such as ourselves will
be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either
●
At least 75% of our gross income for the year is passive income; or
●
The average percentage of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held for the production of passive income is at least 50%.
Passive income generally includes dividends, interest,
rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition
of passive assets.
If we are determined to be a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our ordinary shares, the U.S. taxpayer may
be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.
Depending on the amount of assets held for the
production of passive income, it is possible that, for our 2022 taxable year or for any subsequent year, more than 50% of our assets may
be assets which produce passive income. We will make this determination following the end of any particular tax year. For purposes of
the PFIC analysis, in general, according to Internal Revenue Code Section 1297(c), a non-U.S. corporation is deemed to own its pro
rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the stock by value.
Volatility in the market price of our
ordinary shares could lead to losses by investors.
The market price of our ordinary
shares has experienced volatility in the past and may experience volatility in the future which could lead to losses for investors. Factors
impacting volatility in the market price of our ordinary shares include, amongst others:
● general market and economic conditions;
● our results of operations;
● issuance of new or changed securities analysts’
reports or recommendations;
● developments impacting the industry or our competitors;
● declines in the market prices of stocks generally;
● strategic actions by us or our competitors;
● announcements by us or our competitors of significant
contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;
● the public’s reaction to press releases, other public announcements by us
or third parties, including our filings with the SEC;
● guidance, if any, that we provide to the public,
any changes in this guidance or failure to meet this guidance;
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● changes in the credit rating of our debt;
● sale, or anticipated sale, of large blocks of
our stock;
● additions or departures of key personnel;
● regulatory or political developments;
● our performance on ESG matters
● litigation and governmental investigations;
● changing economic conditions;
● exchange rate fluctuations;
● changes in accounting principles; and
● other events or factors, including those resulting
from natural disasters, war, acts of terrorism or responses to those events.
In addition, stock markets
have from time to time experienced significant price and volume fluctuations unrelated to the operating performance of particular companies.
Future fluctuations in stock markets may lead to volatility in the market price of our ordinary shares which could lead to losses by investors.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.