ONAR Holding Corp Announces LOI Amendment for Advertise Purple Acquisition

What Happened

• ONAR Holding Corp (the Company) filed an 8-K on July 31, 2026 disclosing Amendment No. 1 (dated July 27, 2026) to a non‑binding Letter of Intent (LOI) with Advertise Purple, Inc. to acquire all outstanding equity of Advertise Purple.
• The amendment provides for a $1,000,000 down payment by ONAR that will be credited dollar-for-dollar against the purchase price at closing. The proposed securities purchase agreement (the Proposed Purchase Agreement) is attached to the amendment but has not been executed and is not binding until signed by all parties.

Key Details

• Down Payment: $1,000,000 paid by ONAR and credited to the purchase price on closing.
• Refund condition: The down payment is refundable only if (i) ONAR delivers a written “Closing Readiness Notice” certifying it is ready, willing and able to close, and (ii) Advertise Purple, the seller parties, or Kyle Mitnick fail to sign the Proposed Purchase Agreement and close within five business days after receipt of that notice. If both conditions are met, Advertise Purple must return the funds within three business days of written demand.
• Non‑refund: In all other circumstances — including if ONAR elects not to proceed or the transaction fails for other reasons — the down payment is non‑refundable and retained by Advertise Purple.
• Outside Date: If the Company has not executed and delivered the Proposed Purchase Agreement by August 27, 2026 (11:59 p.m. ET), the LOI and amendment automatically terminate without further liability, except as expressly stated. If all parties sign by the Outside Date but ONAR fails to deliver the purchase price within two business days after the last signature, the LOI also terminates at 11:59 p.m. ET on that second business day.
• The Proposed Purchase Agreement is attached as Exhibit B to the amendment but remains unsigned and non‑binding until fully executed.

Why It Matters

• This filing shows ONAR is pursuing an acquisition of Advertise Purple and has committed $1.0M up front that may become non‑recoverable unless narrow refund conditions are met — a material use of the Company's cash resources.
• The transaction is not final; the Purchase Agreement must be executed by all parties and closing conditions satisfied. There is no assurance the deal will close.
• The filing also includes forward‑looking cautionary language noting risks already disclosed in ONAR’s SEC reports, including a working capital deficit and substantial doubt about its ability to continue as a going concern, which are relevant for investors assessing the financial impact and execution risk of this potential acquisition.