EQS-News: BFCH Signs Binding LOI to Acquire EVERMIND(TM) Beverage - A Science-Supported Cognitive Health Platform

Accretive Acquisition Adds IP-backed Consumer Brand, Strengthens Balance Sheet, and Reinforces $0.01 Equity Benchmark Ahead of Eventual Uplisting and Expanded Capital Strategy

CRESTVIEW, FL - August 4, 2025 (NEWMEDIAWIRE) - BitFrontier Capital Holdings, Inc. (OTC: BFCH), doing business as EVERMIND Holdings, Inc. (“EVERMIND”), today announced it has signed a binding Letter of Intent (LOI) to acquire ERApeutics, LLC, the developer of EVERMIND™ - a physician-formulated functional beverage platform for cognitive health.

Designed as a creamy, plant-based protein shake, EVERMIND™ delivers both short- and long-term brain health benefits in one convenient daily ritual. The brand is shelf-stable, science-supported, and ready for commercialization.

The transaction is structured as a $4,000,000 equity acquisition, based on the total issuance of 400,000,000 restricted common shares at a fixed price of $0.01 per share. This marks the Company’s second major transaction executed at the $0.01 benchmark, following the previously disclosed $2 million convertible note settlement at the same price.

“This isn’t just a beverage asset - it’s a platform,” said Dr. Jordan Balencic, CEO of BitFrontier Capital Holdings, Inc. “EVERMIND™ is shelf-stable, IP-backed, and commercialization-ready. I believe it’s the next CELH of brain health. What Celsius did for metabolism, EVERMIND aims to do for mental clarity, mood, and cognitive performance. It’s built to scale, to spin off, and to anchor our broader wellness ecosystem.”

ERApeutics, LLC has raised $1.67 million in equity capital at a $4 million pre-money valuation, with a cap table that includes two institutional investors. The EVERMIND™ asset package includes six flagship proprietary nootropic and adaptogenic formulations, an R&D pipeline, academic research, registered trademarks, a fully integrated Shopify-based e-commerce stack (thinkevermind.com), and commercialization-ready branding.

EVERMIND™ currently carries over $1.1 million in development-stage assets, reflecting the internal buildout of its formulations, regulatory preparation, and go-to-market strategy. These are non-cash contributions recorded on the company’s books that represent meaningful brand equity and commercialization readiness. The EVERMIND™ roadmap also features a pipeline of complementary functional formats, such as light sparkling beverages, powders, and concentrated shots -each engineered for distinct cognitive use occasions.

The acquisition is expected to materially strengthen BFCH’s balance sheet by adding structured, IP-backed assets and aligning with the Company’s OTCQB uplisting strategy. With the elimination of over $2 million in toxic convertible debt, total liabilities reduced to under $94,000, and multiple asset-based transactions priced at a fixed equity benchmark, BFCH is creating the financial and operational foundation necessary for future institutional engagement.

“We’re building a balance sheet that meets the standards of institutional capital,” added Balencic. “From fixed-price asset acquisitions to disciplined equity structuring, every move we’re making supports our OTCQB uplisting roadmap and broader capital markets strategy. The $0.01 benchmark, now used in both debt resolution and asset acquisition, is more than symbolic. It’s a contractual reference point guiding how we build value. BFCH is no longer a distressed vehicle -it’s a reset platform, positioned for growth.”

The functional beverage space continues to attract institutional attention. Recent transactions -such as Keurig Dr Pepper’s $300M valuation investment in Poppi, Coca-Cola’s majority stake in Health-Ade, and Unilever’s acquisition of Liquid I.V. -validate growing investor appetite at the intersection of wellness, flavor, and function. EVERMIND™ positions BFCH to participate in this momentum with a differentiated, brain-first platform.

The transaction is expected to close within 60 to 90 days, subject to standard confirmatory due diligence and final documentation. Upon completion, EVERMIND™ will operate as a wholly owned subsidiary of EVERMIND Labs, with future spin-off optionality.

View the Investor Pitch: https://evermindholdings.com/evermind-beverage/

Access the investor deck that helped EVERMIND™ raise $1.6 million from 28 investors, including two institutional funds.

About BitFrontier Capital Holdings, Inc. (d/b/a EVERMIND Holdings, Inc.)

BitFrontier Capital Holdings, Inc. (OTC: BFCH), doing business as EVERMIND Holdings, Inc., is a Wyoming-based public company executing a strategic platform model across human optimization, cognitive performance, and longevity-focused innovation. Through its three core divisions - EVERMIND Labs (consumer products), EVERMIND Technologies (IP & diagnostics), and EVERMIND Manufacturing (production infrastructure) - the Company is focused on acquiring, incubating, and scaling high-impact assets in emerging wellness and performance categories.

Following the elimination of toxic debt and the addition of IP-backed operating assets, BFCH is transitioning from legacy status into a structurally reset vehicle, positioned for capital formation, uplisting, and future growth. Led by its CEO and controlling shareholder, Dr. Jordan P. Balencic, the Company is committed to a disciplined turnaround, transparent governance, and long-term value creation.

No assurances can be made regarding the timing or success of future developments.

Safe Harbor Statement:

This press release contains forward-looking statements within the meaning of applicable federal securities laws, including statements regarding the Company’s strategy, future operations, planned acquisitions, and anticipated timelines. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, but are not limited to, the possibility that the proposed acquisition may not close as expected, delays in integration, capital constraints, and changes in market or regulatory conditions. Forward-looking statements speak only as of the date of this release. The Company undertakes no obligation to update or revise these statements except as required by law.

Contact:
Jordan P. Balencic, D.O.
813-693-1377
jbalencic@thinkevermind.com

View the original release on www.newmediawire.com