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, dated October 26, 2026, would bring the British direct-to-consumer functional wellness business together with UNLOCKD's existing Ancient Extracts USA operation, establishing a presence in both the United States and United Kingdom.
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, and management views this as an early milestone in a substantially larger growth opportunity. UNLOCKD intends to outline a vision for building Ancient Extracts into a business capable of generating $100 million or more in annual revenue in a subsequent announcement.
Under the terms of the LOI, UNLOCKD proposes to acquire 100% of Ancient Extracts UK for $1.8 million in restricted BFCH common stock. The agreement also contemplates additional founder management equity, performance-based incentives, financing-linked cash consideration, and continuing employment arrangements. 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. The LOI includes a 120-day exclusivity period.
“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.
Ancient Extracts UK is a functional wellness business offering mushroom-based products, specialty coffee formulations, Himalayan shilajit, ceremonial matcha, and other wellness products. The company operates an established direct-to-consumer e-commerce business with recurring subscription customers and a diversified product portfolio. More information about the company is available at https://www.ancientextracts.co.uk/. UNLOCKD Inc. is 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. Additional details about UNLOCKD can be found at https://unlockdinc.com/.
The proposed acquisition, if completed, would expand UNLOCKD's revenue-generating operations and provide a transatlantic footprint in the functional wellness market. For readers and industry observers, the transaction highlights the growing consolidation in the wellness sector and the potential for small, direct-to-consumer brands to scale through strategic partnerships. However, the deal's completion depends on securing financing and meeting other conditions, and the financial figures for Ancient Extracts UK are preliminary and unaudited. Annualized revenue figures are extrapolated from reported monthly results and do not represent actual trailing-12-month revenue or guaranteed future performance. There can be no assurance that Ancient Extracts UK will achieve a $1 million annualized revenue run rate within any particular period. This announcement was originally distributed via NEWMEDIAWIRE.
