UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1) 

 

AEROCENTURY CORP.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

007737109

(CUSIP Number)

 

ATIF Holdings Limited

Attn: Jun Liu

Room 3803,

Dachong International Centre, 39 Tonggu Road

Nanshan District, Shenzhen, China

+(86) 0755-8695-0818

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

December 24, 2020

(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. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.

 

The information required in 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).

 

 

 

 

 

CUSIP No. 007737109

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only).

ATIF Holdings 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)

PF

 

5.

 

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

N/A

 

6.

 

Citizenship or Place of Organization

British Virgin Islands

 

 

 

 

 

Number of

Shares

Beneficially

by Owned by

Each Reporting

Person With

 

7. Sole Voting Power

0

 

8. Shared Voting Power

0

 

9. Sole Dispositive Power

0

 

10. Shared Dispositive Power

0

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

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)

CO

 

  

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SCHEDULE 13D/A

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Person.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a)-(c) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a) As of the date hereof, the Reporting Person does not beneficially own any Shares.

 

(b) None.

 

(c) Information concerning transactions in the Shares effected by the Reporting Person since the filing of Schedule 13D is set forth below. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.

 

Transaction

Date

 

Shares

Acquired (Sold)

   

Average Price

Per Share

   

Description of

Transaction

7/6/2020   500     $ 2.649     Open Market
7/15/2020   (1,000 )   $ 3.291     Open Market
10/21/2020   (60,054 )   $ 3.148     Open Market
10/22/2020   3,500     $ 2.106     Open Market
10/23/2020   21,780     $ 2.058     Open Market
10/27/2020   14,855     $ 2.014     Open Market
10/29/2020   (5,000 )   $ 1.760     Open Market
10/30/2020   200     $ 1.736     Open Market
11/5/2020   5,400     $ 1.928     Open Market
11/9/2020   8,200     $ 2.074     Open Market
11/12/2020   11,627     $ 1.816     Open Market
12/9/2020   (6,375 )   $ 2.441     Open Market
12/10/2020   3,000     $ 2.482     Open Market
12/11/2020   (18,000 )   $ 2.494     Open Market
12/14/2020   (29,600 )   $ 2.828     Open Market
12/15/2020   (6,063 )   $ 3.480     Open Market
12/16/2020   2,197     $ 2.160     Open Market
12/17/2020   2,761     $ 2.200     Open Market
12/21/2020   (1,000 )   $ 2.413     Open Market
12/22/2020   (5,020 )   $ 2.461     Open Market
12/23/2020   (3,275 )   $ 2.381     Open Market
12/24/2020   (40,000 )   $ 3.401     Open Market

 

(d) December 24, 2020.

 

3

 

 

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.

 

  ATIF Holdings Limited
  a British Virgin Islands company
   
   
  By: /s/ Pishan Chi
    Pishan Chi, Chief Executive Officer
  Date: December 30, 2020

  

Attention - Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

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