ATIF Holdings Limited Signs Non-Binding Letter of Intent to Acquire Metra Group Limited

Irvine, California, April 28, 2026 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (Nasdaq: ZBAI) (the “Company” or “ATIF”) and Metra Group Limited, a Cayman Islands exempted company (“Metra Group”), today jointly announced that they have signed a non-binding letter of intent (“LOI”), pursuant to which ATIF proposes to acquire all equity interests of Metra Group, a company engaged in issuing verifiable physical gold backed digital coins and an unified gold coin supported financial, trading, payment, settlement and asset management ecosystem. 

The proposed transaction is structured as a share-for-share acquisition, whereby ATIF will issue its ordinary shares and options to the shareholders of Metra Group based on a valuation of ranging from $450 million to $550 million, or as otherwise agreed upon by the parties. ATIF will engage an independent and qualified advisor to provide a fairness analysis and report on the consideration to be paid to the shareholders of Metra Group in the proposed acquisition.

The parties intend to enter into good faith negotiations towards a definitive agreement governing the transaction, subject to due diligence review. The LOI contemplates that the closing of the proposed acquisition will be subject to certain customary closing conditions, including but not limited to, approval by the boards of directors of both companies and the shareholders of ATIF, any regulatory approvals that may be required (including any required approval by Nasdaq for the listing of the ordinary shares of ATIF to be issued in connection with this transaction), execution of a voting agreement between the shareholders of Metra Group and a shareholder representative of ATIF. However, these terms are not binding, and any definitive agreement that may be reached is expected to contain other customary and negotiated terms and conditions and may contain terms and conditions different from those contemplated in the LOI.

ATIF and Metra Group have agreed to an exclusivity period of up to 60 days from the date of the LOI, during which both parties will not engage in discussions or negotiations with any other party regarding a substantially similar transaction. Either party to the LOI may terminate the LOI unilaterally. As the transaction proceeds, ATIF will publicly disclose required information either through press releases or SEC filings, as appropriate.

As previously announced on September 17, 2025, ATIF entered into a non-binding letter of intent to acquire all equity interests of Mask Global Market Co. Ltd. a traditional cryptocurrency exchange operator, which has since expired. ATIF decided not to pursue acquisition of Mask Global due to accelerated competitiveness among the traditional cryptocurrency exchange operators. During this process, ATIF met with Metra Group Limited and started to explore the gold backed digital asset developed by Metra, and moved forward to consider acquiring Metra Group. ATIF’s management believes that Metra’s business has the potential to introduce a high-quality digital product to the market, and may serve as an effective tool for global payment and settlement.

About ATIF Holdings Limited

ATIF Holdings Limited (Nasdaq: ZBAI) is a financial consulting company that provides business advisory and financial consulting services to small and medium‑sized enterprise customers in Hong Kong, Mainland China, the United States, and Singapore. Since October 2025, the Company started to explore bitcoin sector with a hybrid approach of direct purchases and mining operations. In April 2026, the Company also started to enter into digital asset and cryptocurrency consulting sector. The Company was founded on January 5, 2015, and is headquartered in Lake Forest, California.

About Metra Group Limited

Metra Group Limited is a fintech company that transforms physical gold into digital money through tokenization, with each gold coin fully backed by one gram of verifiable physical gold. The company integrates gold custody, gold coin issuance, payment and settlement infrastructure, licensed broker dealer, asset management and AI-driven trading into a unified ecosystem. The company has successfully launched the gold coins and payment system, with additional revenue streams across token issuance, payments, licensed broker dealer, AI-driven financial service platform, asset management, and cross-border settlements.

Forward‑Looking Statements

Certain statements in this press release are “forward‑looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, words such as “estimate,” “projected,” “expect,” “anticipate,” “predict,” “plan,” “intend,” “believe,” “seek,” “may,” “will,” “should,” “future,” “propose,” and variations of these words or similar expressions (or the opposite of such words or expressions) are intended to identify forward‑looking statements. These forward‑looking statements do not guarantee future performance, conditions or results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control and may cause actual results or achievements to differ materially from those discussed in the forward‑looking statements. Important factors include any delays in finalizing definitive documentation for the contemplated transaction, the risk that definitive documentation will reflect different terms than the non-binding terms described herein, the risk of delays in consummating the contemplated transaction, including as a result of required regulatory and shareholder approvals, which may not be obtained on the expected timeline, or at all, the risk of any event, change or other circumstance that could cause the parties to abandon negotiations prior to entry into a definitive agreement or give rise to the termination of the definitive agreement, disruption to the parties’ businesses as a result of the announcement and pendency of the transaction, including potential distraction of management from current plans and operations of both parties and the ability of both parties to retain and hire key personnel, reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, the outcome of any legal or regulatory proceedings that may be instituted against either party related to the transaction agreement, should definitive documentation be executed, the risks associated with third party contracts containing consent and/or other provisions that may be triggered by the contemplated transaction, legislative, regulatory, political, market, economic and other conditions, developments and uncertainties affecting either parties’ businesses; any restrictions during the pendency of the contemplated transaction, should the parties enter into definitive documentation, that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; and unpredictability and severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities, future financial and operating results, including revenues, income, expenses, cash balances and other financial items; the ability to manage growth and expansion; current and future economic and political conditions; the ability to compete in industries with low barriers to entry; and the ability to obtain additional financing to fund capital expenditures. The Company undertakes no obligation to update or revise any forward‑looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

ATIF Holdings Limited
Kamran Khan
Email: kamrankhan@zbai.co

Metra Group Limited
Brandon Dong
Email: brandon.dong@metra.ae

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