ATIF Holdings Limited enters into non-binding Letter of Intent to acquire Mask Global Market Co. Ltd.

Rhea-AI Summary

ATIF Holdings Limited (NASDAQ:ZBAI) has entered into a non-binding letter of intent (LOI) to acquire 100% equity of Mask Global Market Co. Ltd., a Dubai-headquartered cryptocurrency exchange company. The acquisition will be executed through the issuance of ZBAI Class A ordinary shares.

The deal values Mask Global between $450 million and $550 million according to Valtech's 2023 evaluation report. The LOI includes a 60-day exclusivity period for due diligence and negotiation of definitive agreements. The merger aims to enhance ZBAI's presence in Web2 and Web3 sectors, combining ZBAI's capital market platform with Mask Global's operational expertise.

Positive

• Potential acquisition valued between $450-550 million indicates significant scale
• Strategic expansion into Web2 and Web3 markets through established crypto exchange
• 60-day exclusivity period secured for due diligence
• Synergistic combination of ZBAI's capital market platform with Mask Global's operations

Negative

• Non-binding LOI with no guaranteed completion
• Transaction subject to multiple approvals including Nasdaq, shareholders, and board
• Potential share dilution for existing ZBAI shareholders
• Final consideration amount still undetermined

Insights

Mergers & Acquisitions Specialist

ZBAI's non-binding LOI to acquire Mask Global represents a significant strategic pivot toward crypto, but faces substantial execution risks.

This non-binding LOI between ZBAI and Mask Global represents a potentially transformative acquisition that would dramatically shift ZBAI's business model toward cryptocurrency exchange operations. The proposed valuation range of $450-550 million signals an ambitious deal that would likely dwarf ZBAI's current market capitalization significantly.

Several critical risk factors stand out in this preliminary agreement. First, the transaction structure involving all-stock consideration could result in substantial dilution for existing ZBAI shareholders. Second, the preliminary nature of this agreement is emphasized repeatedly - both parties can terminate unilaterally, no definitive valuation has been established, and multiple contingencies exist including board approvals, Nasdaq listing authorization, and shareholder votes.

The absence of concrete financial metrics from Mask Global is concerning. The press release mentions pending audited financial statements, suggesting due diligence remains in early stages. Additionally, Mask Global's unusual corporate structure (formed under Ontario law but headquartered in Dubai) adds regulatory complexity.

The strategic rationale focuses on expanding ZBAI's presence in Web3 markets, potentially providing access to cryptocurrency exchange infrastructure and capabilities. However, with a 60-day exclusivity window and numerous closing conditions, this preliminary announcement primarily indicates directional intent rather than a confirmed transaction. Investors should view this as the first step in what could be a lengthy process with significant execution uncertainty.

Irvine, California and Markham, Ontario, Canada , Sept. 17, 2025 (GLOBE NEWSWIRE) -- NASDAQ-listed ATIF Holdings Limited( Ticker: ZBAI) and Mask Global Market Co. Ltd. (“Mask Global”), a company formed under Ontario law headquartered in Dubai which serve as a bridge connecting Web2 and Web3 by operating as a traditional cryptocurrency exchange today jointly announced that they have entered into a non-binding letter of intent (LOI), under which ZBAI proposes to acquire 100% equity of Mask Global through the issuance of ZBAI Class A ordinary shares to the current Mask Global shareholders.

According to the terms of the LOI, ZBAI plans to acquire all issued shares of Mask Global in exchange for certain amount of ZBAI Class A Ordinary Shares to be determined based on the parties ongoing due diligence, the audited financial statements of Mask Global and the parties negotiation.  Management expects the parties can enter into definitive agreement within 60 days from the date of the LOI assuming satisfactory due diligence and the Mask Global’s audited financial statements are available. The LOI stipulates a 60-day exclusivity period, during which neither party shall engage in negotiations with any third party regarding similar transactions. The final consideration will be determined based on the outcomes of final audits and due diligence. The parties will also take into consideration of a Valtech’s 2023 evaluation report where Mask Global was evaluated at a between $450 million and $550 million.Either party to the LOI may terminate the LOI unilaterally. As the transaction proceeds, ZBAI will publicly disclose required information either through press releases or SEC filings, as appropriate.

The merger is expected to significantly enhance ZBAI’s global market presence, particularly in the Web2 and Web3 sectors where Mask Global operates. The combined entity will leverage ZBAI’s capital market platform and Mask Global’s operational strengths to jointly expand into global Web2 and Web3 markets.

Dr. Kamran Khan, CEO of ZBAI, stated, “We are very pleased to have reached this strategic acquisition letter of intent with Mask Global. Mask Global has demonstrated strong growth potential and market competitiveness in its field, and this merger will bring significant synergistic effects to both parties.”

Haibo Dong, CEO of Mask Global, said, “We believe that the merger with ZBAI will provide our business with a broader development platform and capital support, accelerating the implementation of our global strategy.”

The transaction is still subject to further due diligence and the execution of definitive agreements. Completion of the transaction is subject to due diligence investigations by the relevant parties, the negotiation and execution of a definitive share exchange agreement, stockholders agreement, voting agreement and other ancillary agreements and satisfaction of the conditions negotiated therein including the approval of ZBAI Board of Directors and shareholders, approval by Nasdaq of the listing of the Class A ordinary shares to be issued in the transaction, receipt of an independent fairness opinion by the ZBAI Board of Directors,  and the satisfaction of other customary closing conditions. There can be no assurance that the definitive transaction documents will be entered into or that the proposed transaction will be consummated. Further, readers are cautioned that those portions of the LOI that describe the proposed transaction, including the consideration to be issued therein, are non-binding.

About Mask Global

Mask Global is a company formed under Ontario law，Mask's business and goal is to serve as a bridge connecting Web2 and Web3, by operating as a traditional cryptocurrency exchange, the company is actively collaborating to promote a strictly regulated all-in-one super app and wallet service, making it more convenient and user-friendly for newcomers to the Web3 world to access all payment and wealth management services. For more information, please visit www.maskex.com.

About ZBAI

ATIF Holdings Limited (NASDAQ: ZBAI) is a business consulting company that specializes in providing professional IPO, M&A advisory and post-IPO compliance services to small and medium-sized companies seeking to go public on a stock exchange in the United States. The Company is currently exploring business opportunities in the BTC sector.

Forward-Looking Statements

This press release does not constitute an offer to sell or a solicitation of offers to buy any ZBAI securities.

This press release includes statements concerning ATIF Holdings Limited and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. ATIF Holdings Limited has based these forward-looking statements, which include statements regarding projected timelines for application submissions and trials, largely on its current expectations and projections about future events and trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, risks related to its announced strategic changes, the continued service and availability of key personnel, its ability to expand its product assortments by offering additional products for additional client segments, development results, ZBAI’s anticipated growth strategies, anticipated trends and challenges in its business, and its expectations regarding, and the stability of, its customer sourcing and the risks more fully described in ATIF Holdings Limited’s Form 20-F and other filings that it may make with the SEC in the future.  As a result, the projections included in such forward-looking statements are subject to change and actual results may differ materially from those described herein. ATIF Holdings Limited assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

Contact Information
Name: Christina
Email: Christina@zbai.co

FAQ

What is the value of ZBAI's acquisition of Mask Global Market?

According to Valtech's 2023 evaluation report, Mask Global is valued between $450 million and $550 million, though the final consideration is still to be determined.

When is ZBAI expected to complete the Mask Global acquisition?

The parties expect to enter into a definitive agreement within 60 days from the LOI date, subject to due diligence and availability of Mask Global's audited financial statements.

What are the conditions for ZBAI's acquisition of Mask Global?

The transaction requires due diligence completion, definitive agreement execution, ZBAI Board and shareholder approval, Nasdaq listing approval for the new shares, independent fairness opinion, and other customary closing conditions.

How will ZBAI pay for the Mask Global acquisition?

ZBAI plans to acquire Mask Global through the issuance of ZBAI Class A ordinary shares to current Mask Global shareholders.

What is the strategic rationale for ZBAI's acquisition of Mask Global?

The merger aims to enhance ZBAI's global market presence in Web2 and Web3 sectors, combining ZBAI's capital market platform with Mask Global's operational strengths in cryptocurrency exchange.