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.

About Mask Global

Mask Global is a company formed under Ontario law，Mask's business and goal is to serve as a bridge connecting Web2 and Web3, by operating as a traditional cryptocurrency exchange, the company is actively collaborating to promote a strictly regulated all-in-one super app and wallet service, making it more convenient and user-friendly for newcomers to the Web3 world to access all payment and wealth management services. For more information, please visit www.maskex.com.

About ZBAI

ATIF Holdings Limited (NASDAQ:ZBAI) is a business consulting company that specializes in providing professional IPO, M&A advisory and post-IPO compliance services to small and medium-sized companies seeking to go public on a stock exchange in the United States. The Company is currently exploring business opportunities in the BTC sector.

Forward-Looking Statements

This press release does not constitute an offer to sell or a solicitation of offers to buy any ZBAI securities.

This press release includes statements concerning ATIF Holdings Limited and its future expectations, plans and prospects that constitute "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms or other similar expressions. ATIF Holdings Limited has based these forward-looking statements, which include statements regarding projected timelines for application submissions and trials, largely on its current expectations and projections about future events and trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, risks related to its announced strategic changes, the continued service and availability of key personnel, its ability to expand its product assortments by offering additional products for additional client segments, development results, ZBAI's anticipated growth strategies, anticipated trends and challenges in its business, and its expectations regarding, and the stability of, its customer sourcing and the risks more fully described in ATIF Holdings Limited's Form 20-F and other filings that it may make with the SEC in the future. As a result, the projections included in such forward-looking statements are subject to change and actual results may differ materially from those described herein. ATIF Holdings Limited assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

Contact Information

Name: Christina

Email: Christina@zbai.co

ATIF Holdings Limited enters into non-binding Letter of Intent to acquire Mask Global Market Co. Ltd.