Onfolio Holdings signed a binding letter of intent to acquire Paramount Helium, with preferred stock to be issued at closing that is convertible, subject to stockholder approval, into 50 million common shares. The transaction targets a definitive agreement and closing by Jul 24, 2026, with at least $11.3 million in new equity funding and other customary conditions. Onfolio also obtained a suite of financing waivers and an SPA amendment to clear covenant hurdles, limit variable-rate financing until the later of two years post-close or when notes are repaid, and secure a 30-day equity facility waiver tied to the deal. Following closing, Onfolio plans to rebrand as Paramount Helium Corporation and change its Nasdaq ticker to PRMT.
Agreement 1: Onfolio Holdings to Acquire Paramount Helium in Stock Deal; 50M-Share Conversion Planned
- Agreement type: Binding letter of intent for acquisition
- Counterparty: Paramount Helium
- Signed / Effective: Jul 07 2026 / same
- Duration / Termination: Through Jul 24 2026 unless extended or superseded
- Reason: Enter helium sector and rebrand with strategic combination
Agreement 2: Onfolio Secures Noteholder Waivers to Facilitate Paramount Acquisition
- Agreement type: Limited waiver and consent for convertible notes and covenants
- Counterparty: Institutional Investor
- Signed / Effective: Jul 07 2026 / same
- Duration / Termination: Effective upon execution; terminates if no close by Aug 07 2026
- Reason: Remove covenant hurdles to close the acquisition
Agreement 3: Onfolio Amends 2025 Securities Purchase Agreement; Extends Variable-Rate Ban
- Agreement type: Amendment to Securities Purchase Agreement
- Counterparty: Institutional Investor
- Signed / Effective: Jul 07 2026 / same
- Duration / Termination: Until later of 2 years post-close or when notes are no longer outstanding
- Reason: Align financing terms to support the acquisition
Agreement 4: Onfolio Obtains 30-Day Equity Facility Waiver Supporting Paramount Transaction
- Agreement type: Limited waiver under Equity Purchase Facility
- Counterparty: Equity Facility Investor
- Signed / Effective: Jul 07 2026 / same
- Duration / Termination: 30 days from execution unless extended
- Reason: Enable equity funding flexibility for closing
Original SEC Filing:
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