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ATIF Holdings Acquires GoldCoin Labs for $20 Million

ATIF Holdings announced that it has entered into a definitive acquisition agreement with GoldCoin Labs, 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. ATIF has agreed to issue 2,815,005 ordinary shares, par value $0.001 per share, to GoldCoin's sole shareholder. The consideration is valued at $20M and was determined in accordance with the five-trading-day volume-weighted average price mechanism specified in the acquisition agreement. 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. 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.