BitFrontier Capital Holdings, Inc. (OTCID: BFCH), doing business as UNLOCKD Inc., announced on November 3, 2026, that it has signed a binding Letter of Intent to acquire 100% of Ancient Extracts Ltd, which operates as Ancient Extracts UK. The proposed transaction would bring the British direct-to-consumer functional wellness business into UNLOCKD's portfolio and combine it with the company's existing Ancient Extracts USA operations.
According to preliminary management-provided financial information, Ancient Extracts UK currently reports approximately $77,000 in monthly revenue, representing an annualized revenue run rate of approximately $920,000. The business is approaching the $1 million annualized revenue milestone as revenue continues to grow organically. Management views this as an early milestone in a substantially larger growth opportunity and intends to outline a vision for building Ancient Extracts into a business capable of generating $100 million or more in annual revenue.
The binding LOI, dated October 26, 2026, proposes that UNLOCKD acquire 100% of Ancient Extracts UK for $1.8 million in restricted BFCH common stock, with additional founder management equity, performance-based incentives, financing-linked cash consideration, and continuing employment arrangements contemplated under the agreement. The deal includes a 120-day exclusivity period. Closing is conditioned upon BFCH raising at least $500,000 in qualifying financing, completion of an acceptable financial audit of Ancient Extracts UK, satisfactory due diligence, required approvals, and execution of definitive agreements.
"This LOI is structured to align the transaction with execution," said John P. Gorst, Chief Executive Officer of UNLOCKD. "The proposed acquisition provides for BFCH to acquire 100% of Ancient Extracts UK primarily through restricted common stock, with additional consideration tied to management participation, performance, and financing. Just as importantly, closing is conditioned upon qualifying capital, completion of an acceptable financial audit, satisfactory due diligence, and definitive agreements. We believe this structure establishes a clear framework for advancing the transaction while safeguarding the interests of BFCH and its shareholders."
The acquisition remains subject to its closing conditions, and there can be no assurance that the proposed transaction will be completed. UNLOCKD intends to advance the required financing, financial audit, due diligence, and definitive transaction documentation in accordance with the terms of the LOI. The company expects to provide additional details regarding Ancient Extracts UK's operating economics, gross margins, customer retention, subscription revenue, digital marketing performance, and the broader commercial opportunity for the combined Ancient Extracts businesses in a subsequent announcement expected November 5, 2026.
UNLOCKD, through its website at https://unlockdinc.com/, describes itself as a publicly traded holding company building a diversified consumer health and wellness platform through the strategic acquisition, development, and commercialization of differentiated brands, products, and intellectual property. Its portfolio includes Ancient Extracts USA, EVERMIND, and 1ENERGY. Ancient Extracts UK, which operates an established direct-to-consumer e-commerce business with recurring subscription customers, offers mushroom-based products, specialty coffee formulations, Himalayan shilajit, ceremonial matcha, and other wellness products through its site at https://www.ancientextracts.co.uk/.
The proposed deal matters because it would give UNLOCKD a presence in both the United States and United Kingdom, potentially accelerating revenue growth and expanding distribution for its wellness brands. However, the transaction carries risks, including the company's ability to secure the required financing, complete due diligence and an acceptable financial audit, execute definitive agreements, obtain necessary approvals, retain key management, and successfully integrate the businesses. Financial information concerning Ancient Extracts UK is preliminary, management-provided, and unaudited, and annualized revenue figures are extrapolated from reported monthly results and do not represent actual trailing-12-month revenue or guaranteed future performance.
