Two weeks ago, we announced the most surprising deal in Onfolio’s history: a binding letter of intent with Paramount Helium that contemplated taking Onfolio into the industrial gas business. Yesterday, we announced the deal is terminated.
Press releases only tell you so much, and if you own shares or follow the company, you deserve the full story. Here it is.
The deal we announced
On July 8, we signed a binding letter of intent with Paramount Helium. The contemplated combination would have given Onfolio access to an estimated $3 billion helium resource in northeastern Arizona, in an area known as the St. Johns Unit. The numbers around it are striking: more than 20 billion cubic feet of recoverable helium, roughly ten times the size of the recently privatized US Federal Helium Reserve, and among the largest such resources in North America.
Helium itself has become strategically important to the United States. Roughly a third of global supply comes from Qatar, and recent disruptions there have highlighted how concentrated the supply chain is. Semiconductor manufacturing, space exploration, and defense all depend on it, and some of the biggest consumers, like the semiconductor fabs around Phoenix, sit a few hours from the resource.
So the opportunity was real. The question most people had was a different one.
Why would an online business company look at helium?
Onfolio buys and operates profitable online businesses. A helium field doesn’t fit that description, and a lot of readers wondered what we were doing. My thinking went something like this.
You already know where we are, because it’s in our filings and I’ve written about it before. The core model works, but it compounds slowly. The stock has been beaten up and the parent company balance sheet is tight. Doing more of the same, faster, doesn’t change that overnight. So while we keep grinding on the plan, I also pay attention when something shows up that could genuinely change the trajectory for shareholders.
This was one of those. Part of what made it possible is that our Nasdaq listing is itself worth something: audited financials, a shareholder base, access to capital, a currency for deals. Building that from scratch takes years and a lot of money, so serious opportunities sometimes go looking for a public platform that already exists. This one found us, and I felt we owed it a proper evaluation rather than dismissing it because it didn’t look like anything we’d bought before.
The plan, and the protection
The plan, if it had worked, was for the helium company to become the main listed business, and for the online portfolio to eventually spin out into its own company with $5m cash, and therefore better capitalized than it is today. Shareholders would have ended up holding both: the businesses they originally invested in, on a stronger footing, plus a piece of a potentially world-class resource.
What made it sensible to try was the conditions. The LOI required completed due diligence, Paramount raising sufficient capital, and delivery of audited financials before anything closed. If those were met, shareholders got the upside. If they weren’t, we could walk away with the core business intact.
Why it ended
Ultimately, it didn’t look like Paramount were going to be able to bring the cash to the table that they thought, and on July 22 we decided to call off the deal. Paramount will pursue its own path from here, and we wish them well.
Is Onfolio still a viable business?
Since the termination, a couple of shareholders have emailed me questions worth answering publicly. One asked whether Onfolio is still a viable business. Another asked what I’d want to see happen in the next 90 days to show shareholders there’s a path forward.
On the first: the portfolio companies are real businesses with real customers, and they aren’t going anywhere. What’s also true is that they aren’t sending much cash up to the parent right now, which makes the parent’s position tighter than it would otherwise be. So the viability question really comes down to the parent: overhead, the balance sheet, the Nasdaq requirements we’ve disclosed (stockholders’ equity and minimum bid price), and getting portfolio cash flowing upward again. That’s what we’re working on.
The next 90 days
On the second question, here’s what I’d want you to be able to see by late October.
Progress on Nasdaq compliance.
We currently have two deficiencies. The first is stockholders’ equity, which fell below Nasdaq’s $2.5 million minimum. We had until July 10 to submit a plan to Nasdaq, and we did. The plan highlights that our convertible note holder has already converted more principal than the size of the deficit, and we’re confident our stockholders’ equity will be back above the minimum by the end of the extension period Nasdaq can grant us. The second is the $1 minimum bid price, which we have until December 31 to cure, and which we have a history of successfully curing.
A stronger balance sheet and lower overhead at the parent company.
Portfolio cash starting to flow up to the parent again. Plus, we still have active LOIs for additional acquisitions, which we’ll pursue as we become better capitalized and access our equity financing facility. Bringing in new acquisitions should make a significant difference to our operating performance, which has not been great so far in 2026.
And if a new opportunity shows up along the way, the same discipline this one got: real upside, protected downside, and conditions we’re willing to enforce.
One shareholder posted his own take publicly this week, and it lines up with everything above. His view: the original mission, buying good online businesses and helping them grow, needs to come back into prime focus, and the stock recovers through the portfolio producing earnings over the coming years rather than through any single announcement. That’s worth holding onto when the headlines get loud.
None of it is exciting, which is mostly the point. The helium episode was a potentially transformative deal that did not pan out, but it doesn’t change the fundamental plan that we’ve been working towards for months. I still believe we can continue with our plan A and close the previously announced acquisitions, while also regaining Nasdaq compliance, cleaning up the balance sheet, and closing the profitability gap.
I’ve laid out what I want you to see by late October. I’ll report the progress, and the setbacks, in the newsletter either way.
If you want these updates as they happen, subscribe to The Onfolio Letter at onfolio.com/newsletter. I write it myself, and it’s where I report progress first.
Disclaimer: This post discusses Onfolio Holdings Inc. (Nasdaq: ONFO) and refers to a terminated letter of intent and other company matters, including forward-looking statements about the company’s plans and expectations. Actual results may differ materially. It is provided for informational purposes only and is not an offer to sell or a solicitation to buy any securities, and is not investment advice. For complete and authoritative information, refer to our filings with the SEC at sec.gov.