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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.
Posted In: ZBAI
