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Executive Summary

ATIF Holdings (AUC) entered into a definitive agreement to acquire GoldCoin Labs, a pre-revenue gold-tokenization fintech, for $20M in stock (2,815,005 shares). The deal is dilutive (~14.6% of post-closing shares) and subject to Nasdaq listing and other conditions. The filing also notes the prior expiration of a LOI with Metra Group and the exercise of all outstanding warrants on June 26, 2026.

Key Facts

• ATIF agreed to acquire GoldCoin Labs for $20,000,000 worth of ordinary shares, equal to 2,815,005 shares based on 5-day VWAP.
• GoldCoin was incorporated in December 2025 and is developing Metra Gold (GOLDM), a tokenized digital representation of physical gold.
• The consideration shares are issued under Regulation S and subject to a 180-day lock-up agreement.
• The board obtained a fairness opinion from Pinetree Advisory and Valuation Limited.
• A prior non-binding LOI with Metra Group expired on June 28, 2026; the company instead opted to acquire GoldCoin, a wholly owned subsidiary of Metra Group.
• On June 26, 2026, all outstanding warrants were exercised, resulting in 19,313,373 ordinary shares outstanding as of the filing date.
• Closing is subject to conditions including Nasdaq continued listing, shareholder approval, and no legal prohibition.

Financial Impact

All-stock acquisition valued at $20,000,000, representing approximately 27% of ATIF's pre-deal market cap. Dilution of ~14.6% to existing shareholders post-closing.

Risk Factors

• Dilution of ~14.6% from the share issuance.
• GoldCoin is pre-revenue and its products are still under development, subject to regulatory, custody, and technology risks.
• Closing is contingent on Nasdaq continued listing and no unresolved deficiencies.
• The prior LOI with Metra Group expired, indicating potential complexity in the deal structure.

Market Snapshot

Documents Analyzed

This report is based on 7 SEC documents filed with EDGAR.

US Market Status