Watch for definitive acquisition agreement by July 24, 2026. If $11.3M funding commitment materializes and shareholder approval is obtained, the transaction likely closes quickly. Current ONFO shareholders will retain stub value via CVRs in the legacy business spinout.
Price Chart
Executive Summary
Onfolio Holdings entered a binding LOI to acquire Paramount Helium in a reverse-merger transaction, issuing convertible preferred stock convertible into 50M common shares (subject to shareholder approval) and changing its name to Paramount Helium Corporation with ticker PRMT. The deal requires at least $11.3M in new funding and ring-fences Onfolio's legacy businesses into a subsidiary with CVRs for existing shareholders. Concurrent waivers from noteholders and an equity facility investor enable the transaction.
Key Financial Metrics
Key Facts
- Binding LOI to acquire Paramount Helium via merger/business combination
- Consideration: convertible preferred stock convertible into 50M ONFO common shares (subject to stockholder approval)
- Required funding of at least $11,300,000 as a closing condition
- Name change to Paramount Helium Corporation and ticker change to PRMT
- Legacy businesses ring-fenced into Legacy SubCo; existing ONFO shareholders receive CVRs for 100% of spinout value
- Noteholder waived redemption rights and consented to asset transfer; SPA amendment reduced total offering to $48M
- Equity facility investor waived certain provisions and released 46,730,769 shares from reserve for the transaction
- LOI terminates July 24, 2026 if definitive agreement not signed
Financial Impact
Transaction involves potential massive dilution (up to 50M+ shares from preferred conversion plus new investor shares) against a $3M market cap. Required $11.3M funding is a material capital raise.
Risk Factors
- Transaction may fail if required funding of $11.3M is not secured or shareholder approval denied
- Massive dilution to current shareholders from 50M+ shares to be issued
- No proven revenue or production from helium assets; resource estimates unverified and speculative
- Nasdaq listing qualification and solvency conditions must be met
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 10 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (ONFO) — Batch item 1 | 0001654954-26-006537 |
| Document: onfo_8k.htm | 0001654954-26-006537 |
| Document: onfo_ex103.htm | 0001654954-26-006537 |
| Document: onfo_ex102.htm | 0001654954-26-006537 |
| Document: onfo_ex104.htm | 0001654954-26-006537 |
| Document: onfo_ex991.htm | 0001654954-26-006537 |
| Document: 0001654954-26-006537-index-headers.html | 0001654954-26-006537 |
| Document: 0001654954-26-006537-index.html | 0001654954-26-006537 |
| Document: 0001654954-26-006537.txt | 0001654954-26-006537 |
| 8-K Filing (ONFO) — Batch item 10 | 0001654954-26-006537 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | S-1 | $0.4812 | awaiting T+5 | — | $0.4950 (−2.87%) |
Oct 20, 2026 7d ago | 8-K | $0.5334 $0.4950 | ▲ +7.20% | ▲ +7.28% | $0.4950 (+7.20%) |
Oct 19, 2026 8d ago | DEF 14A | $0.5505 $0.4812 | ▼ −12.59% | ▼ −12.44% | $0.4950 (−10.08%) |
Oct 7, 2026 20d ago | 8-K | $0.8170 $0.5510 | ▲ +32.56% | ▲ +31.58% | $0.4950 (+39.41%) |
Oct 5, 2026 22d ago | SC 13G/A | $0.8630 $0.6100 | ▼ −29.32% | ▼ −29.18% | $0.4950 (−42.64%) |
Aug 27, 2026 8w ago | 8-K | $1.42 $1.18 | ▼ −16.90% | ▼ −17.17% | $0.4950 (−65.14%) |
Aug 20, 2026 9w ago | Press Release | $1.57 $1.42 | ▲ +9.27% | ▲ +10.38% | $0.4950 (+68.37%) |
Aug 10, 2026 11w ago | 8-K | $2.46 $2.16 | ▼ −12.20% | ▼ −11.79% | $0.4950 (−79.88%) |
Jul 28, 2026 13w ago | 8-K | $0.1148 $0.0810 | ▼ −29.44% | ▼ −33.56% | $0.4950 (+331.18%) |
Jul 24, 2026 13w ago | 8-K | $0.1005 $0.0878 | ▲ +12.64% | ▲ +15.15% | $0.4950 (−392.54%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers