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IRVINE, California/MARKHAM, Ontario - ATIF Holdings Limited (NASDAQ:ZBAI), whose stock has surged over 23% in the past week according to InvestingPro data, and cryptocurrency exchange Mask Global Market Co. Ltd. announced Wednesday they have entered into a non-binding letter of intent for ZBAI to acquire 100% of Mask Global through the issuance of Class A ordinary shares.
The companies have established a 60-day exclusivity period during which they aim to complete due diligence and potentially sign definitive agreements. The final consideration will be determined based on audit outcomes and due diligence results.
According to the announcement, the parties will consider a 2023 evaluation report by Valtech that valued Mask Global between $450 million and $550 million. This valuation stands in stark contrast to ZBAI’s current market capitalization of approximately $14.3 million, based on InvestingPro data.
"We are very pleased to have reached this strategic acquisition letter of intent with Mask Global," said Dr. Kamran Khan, CEO of ZBAI, in the press release statement.
The proposed transaction remains subject to multiple conditions, including satisfactory due diligence, execution of definitive agreements, approval from ZBAI’s board and shareholders, Nasdaq listing approval for the shares to be issued, and receipt of an independent fairness opinion.
Mask Global, headquartered in Dubai but formed under Ontario law, operates as a cryptocurrency exchange that aims to connect Web2 and Web3 technologies. ZBAI is a business consulting company specializing in IPO and M&A advisory services.
The companies stated that the merger would potentially enhance ZBAI’s global market presence, particularly in the Web2 and Web3 sectors. This strategic move comes as ZBAI has demonstrated revenue growth of 44% over the last twelve months, despite challenging market conditions.
Either party may terminate the non-binding LOI unilaterally, and there is no assurance that definitive transaction documents will be finalized or that the proposed transaction will be completed.
In other recent news, ATIF Holdings Ltd has made several announcements that are of interest to investors. The company recently regained compliance with Nasdaq’s minimum bid price rule, having maintained a closing bid price of at least $1.00 per share for ten consecutive business days. This follows a previous notice of non-compliance with the same rule, which had been resolved as Nasdaq closed the matter. Additionally, ATIF Holdings plans to implement a 1-for-18 reverse share split to help maintain its compliance with Nasdaq’s requirements. This reverse split is set to take effect on August 8, 2025, and will result in an adjusted trading of its ordinary shares. Furthermore, ATIF Holdings has qualified as a "foreign private issuer" under U.S. securities law, which exempts the company from certain reporting requirements applicable to U.S. public companies. Despite these developments, ATIF Holdings received another notice from Nasdaq regarding non-compliance with the minimum bid price rule, giving the company until December 29, 2025, to resolve the issue.
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