ZBAI’s Proposed Acquisition of Mask Global Could Expand Its Reach in Web3 and Crypto Exchange Markets
Potential Acquisition Positions ZBAI for Global Web3 Expansion
ATIF Holdings Limited (NASDAQ: ZBAI) announced it has signed a non-binding Letter of Intent (LOI) to acquire 100% equity in Mask Global Market Co. Ltd. The acquisition will be executed via the issuance of ZBAI Class A ordinary shares to Mask Global shareholders. Mask Global, which operates as a regulated cryptocurrency exchange and aims to bridge Web2 and Web3 technologies, is currently headquartered in Dubai with corporate registration in Ontario, Canada.
Valuation Range and Deal Structure Highlight Growth Ambitions
While the final number of shares to be issued will depend on ongoing due diligence and Mask Global’s audited financials, a key benchmark is Valtech's 2023 report valuing Mask Global between $450 million and $550 million. If finalized, the acquisition is expected to leverage both ZBAI's capital markets platform and Mask Global’s operational presence to drive growth across traditional and blockchain-enabled financial services. The LOI outlines a 60-day exclusivity window for due diligence, during which neither party can pursue similar deals elsewhere.
| Party | Key Role | Notes |
|---|---|---|
| ZBAI | Acquirer | Will issue Class A shares to Mask Global holders |
| Mask Global | Target Company | Crypto exchange, bridging Web2/Web3 |
| Valuation Range | — | $450M – $550M (per Valtech 2023) |
| Exclusivity Period | — | 60 days |
Synergies Anticipated—But Due Diligence Remains Critical
Management at both firms express confidence that a completed transaction would combine ZBAI’s expertise in capital markets and Mask Global’s technology, potentially enhancing the merged group’s reach into fast-evolving Web3 markets. Dr. Kamran Khan, ZBAI’s CEO, highlighted Mask Global’s competitiveness and potential synergies. Haibo Dong, CEO of Mask Global, expects broader development prospects and stronger capital backing as part of ZBAI.
Key Hurdles Ahead: Approvals, Audits, and Shareholder Consent
However, the agreement remains non-binding and subject to multiple layers of scrutiny and approvals. Conditions include satisfactory audit completion, agreement on the number of shares to be exchanged, ZBAI board and shareholder approvals, Nasdaq listing approvals, and customary closing conditions. Either party retains the right to walk away at any time during this phase.
Summary Table: Timeline and Steps to Completion
| Step | Details | Estimated Timing |
|---|---|---|
| LOI Signing | Non-binding, begins 60-day exclusivity | Sept. 17, 2025 |
| Due Diligence & Audit | Mask Global provides audited statements; ZBAI review | Within 60 days of LOI |
| Definitive Agreement | Negotiation of share exchange and closing conditions | Upon successful due diligence |
| Approvals | Board, shareholder, Nasdaq listing, fairness opinion | Following definitive agreement |
| Closing | Transaction finalized | To be determined |
Investor Takeaway: Transformational, But Uncertain Until Finalized
The potential ZBAI–Mask Global merger stands to transform ZBAI’s global positioning, especially as it seeks to integrate further into the cryptocurrency and Web3 ecosystems. Yet, as the LOI is non-binding and the final terms hinge on rigorous due diligence, market participants should watch for upcoming disclosures, regulatory approvals, and signals of definitive agreements in the weeks ahead.
For those tracking Web3, M&A trends, or global expansion in fintech, this proposed acquisition offers both promise and uncertainty. As always, confirmation of closing—and terms—will determine the long-term impact on both ZBAI and Mask Global’s futures.
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