ATIF Holdings Limited Enters into Definitive Agreement to Acquire GoldCoin Labs Limited
Rhea-AI Summary
ATIF Holdings (Nasdaq: AUC) agreed to acquire all outstanding equity of GoldCoin Labs, a British Virgin Islands company, in an all-share transaction valued at $20 million. ATIF will issue 2,815,005 ordinary shares to GoldCoin’s sole shareholder, who will be subject to a 180‑day lock-up. Upon closing, GoldCoin will become a wholly owned subsidiary of ATIF.
According to ATIF, its board obtained an independent fairness opinion from Pinetree Advisory and Valuation, which found the deal financially fair to ATIF and its shareholders. Closing remains subject to customary conditions, including required approvals, continued Nasdaq listing compliance and authorization for listing the consideration shares.
GoldCoin, incorporated in December 2025, is developing Metra Gold (GOLDM), a tokenized, 1:1 gold‑backed digital asset with reserves intended to meet London Bullion Market Association Good Delivery standards. ATIF views the deal as advancing its digital-asset strategy and providing exposure to tokenized real‑world assets, while noting that expected benefits depend on regulatory, technology, custody and market‑adoption factors and successful execution.
Positive
- $20 million all-share acquisition advances ATIF’s tokenized asset strategy
- 2,815,005 new shares used as non-cash consideration preserves cash
- Independent adviser issued a fairness opinion to ATIF’s board
- 180-day lock-up on consideration shares may reduce immediate selling pressure
- Acquisition provides exposure to gold-backed digital asset platform GOLDM
Negative
- Issuing 2,815,005 shares will dilute existing ATIF shareholders upon closing
- Transaction not yet closed and subject to multiple customary conditions
- GoldCoin’s products remain in development stage with regulatory and technology risks
- Realization of benefits depends on market adoption and successful execution
- Prior LOI with Metra Group was not completed and expired on June 28, 2026
News Explained
If completed, the proposed deal would exchange 2,815,005 new shares for GoldCoin, reducing existing holders’ percentage ownership absent offsetting changes.
ATIF has entered a definitive agreement, but closing remains pending; if completed, it would issue 2,815,005 shares for
The disclosed scope changed from the earlier non-binding proposal: ATIF says its LOI to acquire all Metra Group equity expired on
The all-share structure would add shares instead of using cash; under the supplied dilution definition, that would reduce existing holders’ percentage ownership absent offsetting changes.
ATIF expects to file the definitive acquisition and lock-up agreements as exhibits to a Form 6-K, and says those agreements qualify the release’s description.
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Sep 17 | Acquisition LOI | Positive | -18.1% | Non-binding LOI proposed issuance of shares for a cryptocurrency exchange acquisition. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
The tag-specific acquisition record showed a negative 24-hour reaction following the prior acquisition announcement.
Key Terms
volume-weighted average price financial
lock-up agreement financial
regulation s regulatory
tokenized real-world assets technical
AI-generated analysis. How Rhea-AI works. Not financial advice.
Proposed acquisition advances AUC's strategy in tokenized real-world assets and gold-backed digital infrastructure
IRVINE, Calif., July 31, 2026 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (Nasdaq: AUC) (the "Company" or "ATIF") today announced that it has entered into a definitive acquisition agreement with GoldCoin Labs Limited ("GoldCoin"), a British Virgin Islands company, and GoldCoin's sole shareholder. Under the agreement, ATIF will acquire all of the outstanding equity interests of GoldCoin. Upon completion of the transaction, GoldCoin will become a wholly owned subsidiary of ATIF.
Transaction Highlights
- All-share consideration. ATIF has agreed to issue 2,815,005 ordinary shares, par value
$0.001 per share, to GoldCoin's sole shareholder. - Transaction value. The consideration is valued at
$20 million and was determined in accordance with the five-trading-day volume-weighted average price mechanism specified in the acquisition agreement. - Independent fairness opinion. In connection with its approval of the transaction, ATIF'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 ATIF and its shareholders.
- Shareholder lock-up. The sole shareholder of GoldCoin will enter into a 180-day lock-up agreement covering the ATIF securities received in the transaction, subject to the terms and exceptions set forth in the lock-up agreement.
- Closing conditions. Completion remains subject to customary closing conditions, including required approvals, continued Nasdaq listing compliance, authorization for listing of the consideration shares, and the absence of legal restraints preventing the transaction.
"The proposed acquisition of GoldCoin represents a next step in ATIF's digital-asset strategy. We believe GoldCoin's work to connect physical gold with blockchain-based infrastructure complements our capital-markets and advisory experience. Together, we intend to explore compliant and transparent applications for gold-backed digital assets while remaining disciplined about execution, custody, reserve verification and regulatory requirements."
- Dr. Kamran Khan, Chairman and Chief Executive Officer of ATIF
Strategic Rationale
As previously disclosed in a press release of the Company, on April 28, 2026, the Company entered into a non-binding letter of intent (“LOI”) with Metra Group Limited, a Cayman Islands exempted company (“Metra Group”), pursuant to which the Company proposed to acquire all equity interests of Metra Group, a company engaged in issuing verifiable physical gold backed digital coins and a unified gold coin supported financial, trading, payment, settlement and asset management ecosystem. Following the completion of its due diligence review and further commercial negations with Metra Group and Metra Group shareholders, the Company’s management decided not to proceed with the transaction contemplated by the LOI. Accordingly, the LOI expired on June 28, 2026. Instead, the Company decided to acquire GoldCoin, which is indirectly wholly owned by Metra Group and serves as one of Metra Group’s business divisions. The board believes the proposed acquisition is expected to provide ATIF with exposure to the tokenized real-world asset sector through the acquisition of GoldCoin rather than the broader Metra Group ecosystem. The transaction is intended to complement ATIF's existing digital-asset strategy by combining ATIF's capital-markets and advisory experience with GoldCoin's gold-tokenization platform.
ATIF believes the proposed acquisition may position the companies to pursue opportunities in gold-backed digital assets, blockchain-based settlement, payments and cross-border financial services. The transaction may also diversify ATIF's business and provide a platform for future product development and commercial collaborations. Realization of these anticipated benefits remains subject to the consummation of the proposed acquisition, the regulatory requirements, market adoption, technology and custody risks, and successful execution of the combined business plan.
About GoldCoin and Metra Gold
GoldCoin was incorporated in December 2025 and is developing the issuance and related infrastructure for Metra Gold (GOLDM), a tokenized digital representation of physical gold intended to function as a tradable and settlement-grade digital asset. Each GOLDM token is intended to represent one gram of fine gold and to be backed on a 1:1 basis by physical gold. GoldCoin's stated reserve standard is gold meeting London Bullion Market Association Good Delivery requirements.
GoldCoin's business model contemplates token issuance and redemption, third-party custody of underlying gold, reserve verification, and blockchain-based transfer and settlement. 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.
Additional Transaction Information
The issuance of the consideration shares is expected to be made in reliance on an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The definitive acquisition agreement and form of lock-up agreement are expected to be filed with the U.S. Securities and Exchange Commission as exhibits to ATIF's Report on Form 6-K. The foregoing description is qualified in its entirety by reference to those agreements.
About ATIF Holdings Limited
ATIF Holdings Limited (Nasdaq: AUC) is a financial consulting company that provides business advisory and financial consulting services to small and medium-sized enterprises. Since October 2025, ATIF has explored the bitcoin sector through direct purchases and mining operations, and in April 2026 expanded into digital-asset and cryptocurrency consulting. ATIF was founded in 2015 and is headquartered in California. For more information, visit www.atifus.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the proposed acquisition; the expected timing and ability of the parties to complete the transaction; satisfaction of closing conditions; Nasdaq authorization for listing the consideration shares; the expected benefits, strategy and opportunities of the combined business; development, backing, custody, verification, issuance, redemption, adoption and regulatory treatment of GOLDM; and future product development, partnerships, payments, settlement and cross-border financial services. Words such as "believe," "expect," "intend," "may," "will," "could," "potential," "anticipate," "plan" and similar expressions identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that closing conditions are not satisfied; required approvals or Nasdaq authorization are delayed or not obtained; the transaction is terminated; integration is unsuccessful; anticipated benefits are not realized; digital-asset, securities, commodities, payments, sanctions, anti-money-laundering or other laws restrict the business; physical gold reserves, custody or verification arrangements are delayed, unavailable or insufficient; cybersecurity, technology, liquidity, gold-price, market-adoption and counterparty risks; and the other risks described in ATIF's filings with the SEC. Readers should not place undue reliance on these statements. ATIF undertakes no obligation to update forward-looking statements except as required by law.
Investor and Media Contact
ATIF Holdings Limited
Dr. Kamran Khan
Email: kamrankhan@zbai.co
Website: www.atifus.com
