ATIF Holdings Limited Completes Acquisition of GoldCoin Labs, Expanding into Gold-Backed Digital Asset Sector

ATIF acquires GoldCoin Labs with $20 million in stock, deepening its push into gold-backed tokenized digital assets and broader real-world asset tokenization.

Rhea-AI Summary

ATIF Holdings (AUC) completed the acquisition of 100% of GoldCoin Labs Limited on September 9, 2026, paying share consideration valued at about $20 million.

ATIF issued 2,815,005 Ordinary Shares to the sole GoldCoin shareholder, based on a five-trading-day volume-weighted average price mechanism, bringing total shares outstanding to 22,128,378 immediately after closing. GoldCoin, incorporated in December 2025 in the British Virgin Islands, is developing issuance and infrastructure for Metra Gold (GOLDM), a tokenized digital representation of physical gold backed on a 1:1 basis by fine gold meeting London Bullion Market Association Good Delivery standards.

The board obtained an independent fairness opinion from Pinetree Advisory and Valuation Limited concluding the deal is fair from a financial point of view and unanimously approved the transaction. ATIF’s board expects the acquisition to diversify its digital-asset activities, expand potential revenue sources, and provide a scalable platform in the tokenized real-world asset sector.

Positive

• Acquisition consideration valued at approximately $20 million paid in shares, preserving cash
• 2,815,005 new shares issued, bringing total to 22,128,378 after closing
• Independent fairness opinion concluded the transaction is financially fair to shareholders
• Acquisition adds a gold-backed tokenization platform, expanding digital-asset business lines
• GoldCoin shareholder agreed to a 180-day lock-up on received shares

Negative

• Share-based consideration adds 2,815,005 new shares, creating equity dilution for existing holders

News Explained

The completed share issuance reduces existing holders’ percentage ownership, while the seller’s shares are subject to a lock-up.

With the acquisition closed, ATIF has issued shares to GoldCoin’s seller, reducing existing holders’ percentage ownership absent offsetting changes under the supplied dilution definition.

The seller’s new shares are subject to a lock-up beginning September 9, 2026, subject to the agreement’s terms and exceptions.

Market Context

Before publication, AUC had risen 3.87% to $7.24 on 2.19x average volume; the acquisition completion...

Analysis

Before publication, AUC had risen 3.87% to $7.24 on 2.19x average volume; the acquisition completion was announced after that pre-headline trading data, which do not measure a reaction to the deal.

Key Figures

Consideration Shares: 2,815,005 ordinary shares Acquisition Consideration: $20 million Post-Closing Shares Outstanding: 22,128,378 ordinary shares +3 more

Consideration Shares

2,815,005 ordinary shares

Issued to GoldCoin Shareholder at closing

Acquisition Consideration

$20 million

Valuation based on a five-trading-day volume-weighted average price mechanism

Post-Closing Shares Outstanding

22,128,378 ordinary shares

Immediately following the acquisition closing

Ownership

100%

ATIF ownership of GoldCoin after closing

Lock-Up Period

180 days

Applies to the consideration shares beginning September 9, 2026

GoldM Representation

1 gram of fine gold

Intended representation of each token

Key Terms

volume-weighted average price, fairness opinion, lock-up agreement, blockchain-based transfer and settlement

4 terms

volume-weighted average price financial

"based on a five-trading-day volume-weighted average price mechanism"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

fairness opinion financial

"obtained an independent fairness opinion from Pinetree Advisory"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

lock-up agreement financial

"entered into a 180-day lock-up agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

blockchain-based transfer and settlement technical

"blockchain-based transfer and settlement"

A method of moving ownership of securities and completing payments that records each transfer on a blockchain — a shared, tamper-evident digital ledger — instead of relying solely on traditional clearinghouses and paper-based records. It matters to investors because it can change how quickly and transparently trades settle, how many middlemen are involved, and what technology and legal risks exist; think of replacing a mailed title certificate with an instantly viewable, shared online record.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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IRVINE, Calif., Sept. 10, 2026 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (Nasdaq: AUC) (the "Company"), a Nasdaq-listed holding company, today announced the completion of its acquisition of GoldCoin Labs Limited ("GoldCoin"), a British Virgin Islands company developing gold-backed digital asset issuance infrastructure.

As previously announced on July 30, 2026, the Company entered into a definitive acquisition agreement with GoldCoin and its sole shareholder (the “GoldCoin Shareholder”) to acquire all equity interests of GoldCoin (the “Acquisition Agreement”). On September 9, 2026, the Company became the 100% shareholder of GoldCoin and issued 2,815,005 ordinary shares of the Company, par value $0.001 per share (each, an “Ordinary Share”, and collectively, the “Ordinary Shares”), to GoldCoin Shareholder as consideration. The consideration was valued at approximately $20 million, based on a five-trading-day volume-weighted average price mechanism specified in the Acquisition Agreement.

Immediately following the closing, the Company has 22,128,378 Ordinary Shares issued and outstanding.

Strategic Rationale

GoldCoin, incorporated in December 2025, is developing the issuance and related infrastructure for Metra Gold (GOLDM), a tokenized digital representation of physical gold. Each GOLDM token is intended to represent one gram of fine gold meeting London Bullion Market Association Good Delivery requirements and is intended to be backed on a 1:1 basis by physical gold. GoldCoin's business model contemplates token issuance and redemption, third-party custody of underlying gold, reserve verification, and blockchain-based transfer and settlement.

The Company's board of directors obtained an independent fairness opinion from Pinetree Advisory and Valuation Limited, which concluded that the transaction is fair from a financial point of view to the Company and its shareholders. The board unanimously approved the transaction after considering the strategic rationale, market opportunity, and regulatory considerations, among other things.

The board believes the acquisition provides the Company with exposure to the growing tokenized real-world asset sector through GoldCoin's gold-tokenization platform, complementing the Company's existing digital-asset strategy. Since June 2025, the Company has started to explore various digital assets business including purchase and mining of bitcoins, investments in tokens such as AI Agent Proxy Protocol (AIAPP) etc. The acquisition of GoldCoin is expected to further diversify the Company's business, expand its potential revenue sources, and provide a scalable platform for future product development and commercial collaborations.

Lock-Up Agreement

In connection with the closing, GoldCoin Shareholder entered into a 180-day lock-up agreement, commencing on September 9, 2026, covering the Ordinary Shares it received pursuant to the Acquisition Agreement, subject to the terms and exceptions set forth therein.

About ATIF Holdings Limited

Since its Nasdaq listing in April 2019, ATIF Holdings Limited has provided business advisory, M&A planning, and financial consulting services to small and medium-sized enterprises across Hong Kong, the United States, and Singapore, covering the full advisory lifecycle including due diligence reviews, business plan preparation, corporate restructuring, pre-IPO training, and investor sourcing. Since June 2025, the Company also started to explore digital assets related business.

Forward-Looking Statements

This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the proposed acquisition of Best Praise, the expected benefits of the acquisition, the anticipated complementary nature of the acquired patent portfolio, the potential for product development, licensing, commercialization or other opportunities arising from the acquired intellectual property, the expected impact on the Company’s asset base and capital position, and the Company's long-term business strategy. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, regulatory changes, market conditions, competition, technology development, and the ability to successfully integrate and operate acquired businesses and other risks and uncertainties described in the Company’s most recent annual report on Form 20-F and other filings with the U.S. Securities and Exchange Commission. The development, implementation, and availability of GoldCoin's products and services remain subject to applicable regulatory requirements, custody and reserve arrangements, technology development, and market adoption. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except to the extent required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

Contact:

kamrankhan@zbai.co
Chief Executive Officer
ATIF Holdings Ltd

FAQ

What exactly is GoldCoin Labs’ planned product, Metra Gold (GOLDM)?

GoldCoin is developing Metra Gold (GOLDM), described as a tokenized digital representation of physical gold. Each GOLDM token is intended to represent one gram of fine gold that meets London Bullion Market Association Good Delivery requirements and is intended to be backed on a 1:1 basis by physical gold.

What business model does GoldCoin Labs plan to use?

GoldCoin’s contemplated business model includes token issuance and redemption for GOLDM, use of third-party custody for the underlying physical gold, reserve verification, and blockchain-based transfer and settlement infrastructure.

When was GoldCoin Labs established and where is it incorporated?

GoldCoin Labs was incorporated in December 2025 and is a British Virgin Islands company.

How does ATIF describe the strategic rationale for acquiring GoldCoin?

ATIF’s board states that the acquisition provides exposure to the growing tokenized real-world asset sector through GoldCoin’s gold-tokenization platform, complements ATIF’s existing digital-asset strategy, and is expected to diversify its business, expand potential revenue sources, and offer a scalable platform for future product development and commercial collaborations.

What are the key terms of the lock-up agreement for the GoldCoin shareholder?

In connection with closing, the GoldCoin shareholder entered into a 180-day lock-up agreement starting September 9, 2026, covering the Ordinary Shares received as acquisition consideration, subject to the specific terms and exceptions defined in that agreement.

What other digital asset activities has ATIF pursued before this acquisition?

Since June 2025, ATIF has explored various digital asset businesses, including purchasing and mining bitcoins and making investments in tokens such as AI Agent Proxy Protocol (AIAPP).