Solid bet, ATIF Holdings to acquire GoldCoin Labs in $20M all-share deal

ATIF Holdings Limited (NASDAQ: AUC), a California-based financial consulting company, announced it has entered into a definitive agreement to acquire GoldCoin Labs Limited, a British Virgin Islands company developing gold-backed digital asset infrastructure.

Under the terms of the agreement, ATIF will issue 2,815,005 ordinary shares, valued at $20 million, to GoldCoin’s sole shareholder. The consideration value was determined using a five-trading-day volume-weighted average price mechanism. GoldCoin’s shareholder will be subject to a 180-day lock-up on the received shares.

ATIF’s board obtained an independent fairness opinion from Pinetree Advisory and Valuation Limited, which concluded the transaction is fair from a financial standpoint to ATIF and its shareholders.

GoldCoin, incorporated in December 2025, is developing infrastructure for Metra Gold (GOLDM), a tokenized digital asset intended to represent one gram of physical gold on a 1:1 basis. The company’s stated reserve standard requires gold meeting London Bullion Market Association Good Delivery requirements. GoldCoin is an indirect wholly owned subsidiary of Metra Group Limited.