Key Highlights

  • Onfolio Holdings signed a binding letter of intent to acquire Paramount Helium, with $11.3 million in required equity funding.
  • The deal includes issuing convertible preferred stock exchangeable for up to 50 million shares of common stock.
  • A name and ticker change to Paramount Helium Corporation is planned post-closing.
  • Closing is contingent on audited financials, due diligence, and regulatory approvals by July 24, 2026.

Deal Terms Unveiled

Onfolio Holdings announced a binding letter of intent to acquire Paramount Helium, a Wyoming-based company, in a merger-structured transaction. The agreement, finalized on July 7, 2026, outlines the issuance of convertible preferred stock that could be exchanged for up to 50 million shares of Onfolio’s common stock, pending shareholder approval. The deal also includes provisions for additional common stock issuance to Paramount-designated investors, capped at a 19.99% ownership threshold per individual.

Funding and Financials

The transaction requires at least $11.3 million in equity investment to proceed, with Onfolio anticipating $200,000 to be released from its cryptocurrency control account. Paramount must deliver audited financial statements by July 10, 2026, as part of the closing conditions. The company expects to finalize the definitive acquisition agreement by July 24, 2026, subject to customary due diligence and regulatory compliance.

Corporate Rebranding Plans

Following the acquisition’s closing, Onfolio Holdings will rebrand as Paramount Helium Corporation and adopt the ticker symbol PRMT on the Nasdaq Capital Market. The move reflects a strategic shift toward helium-focused operations, distancing itself from its legacy business. Corporate actions to implement the name and ticker change will commence promptly after the deal’s completion.

Governance Overhaul

The board of directors will expand to five members, with two seats designated for Paramount representatives, including David Hobbs as Executive Chairman. Existing Onfolio stakeholders will retain two directorships, while an independent audit committee financial expert will fill the fifth seat. Executive leadership will transition to Paramount’s team, with Steven Looper as CEO and Adam Trainor as CFO, while legacy executives move to subsidiary roles or exit under a transitional services agreement.

The purchase is contingent on securing the $11.3 million funding and does not obligate Onfolio to buy all outstanding debt. The debt would be recorded as an asset on the company’s balance sheet if acquired. These agreements must be executed before or alongside the definitive acquisition agreement.

The company will also rely on Nasdaq’s "Controlled Company" exemption for independent director requirements during the transition period.

Closing Hurdles

The deal’s completion hinges on multiple conditions, including SEC compliance, Nasdaq listing requirements, and the absence of material adverse effects. The letter of intent automatically terminates if the acquisition agreement isn’t executed by July 24, 2026, unless both parties agree to an extension. A limited waiver agreement with an institutional note investor was also secured to facilitate the transaction.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.