UNLOCKD Secures 1ENERGY Brand in Strategic Acquisition to Expand Wellness Portfolio

BitFrontier Capital Holdings, Inc., operating as UNLOCKD Inc. (OTCID: BFCH), announced on September 15, 2026, that it has executed a binding Letter of Intent (LOI) to acquire substantially all assets related to the 1ENERGY brand and its functional energy-shot platform. The assets are currently held by XSBEV LLC and entrepreneur Christian Struzan, who is also a brand strategist.

Upon closing, 1ENERGY will become the third brand under the UNLOCKD umbrella, joining Ancient Extracts, which is already generating revenue, and EVERMIND, a pre-revenue functional wellness platform nearing commercialization.

The acquisition encompasses a comprehensive package of intellectual property and operational assets, including 1ENERGY’s trademarks, product formulations, development materials, packaging IP, website and digital content, creative assets, manufacturing data, and supply chain information.

UNLOCKD’s management views this acquisition as a cost-effective strategy to incorporate a substantially developed consumer platform without incurring the time and expense of building one from scratch. CEO John P. Gorst emphasized the value of acquiring a brand with significant groundwork already completed across multiple facets such as branding, formulation, packaging, and product development.

“We are building a real portfolio,” Gorst stated. “Ancient Extracts is generating revenue. EVERMIND gives us commercialization-ready formulations and intellectual property. Now 1ENERGY gives us another developed consumer platform with significant work already completed across branding, formulation, packaging, creative and product development.”

Gorst further explained that the acquisition targets assets where meaningful investment has been made but commercial potential remains untapped, allowing UNLOCKD to acquire the foundation at a fraction of the cost required to replicate it independently.

A key strategic shift involves moving away from 1ENERGY’s historical cannabinoid-based formulation. UNLOCKD plans to explore CBD-free, non-cannabinoid alternatives incorporating functional mushrooms, adaptogens, nootropics, and other wellness ingredients aligned with its broader consumer wellness strategy.

Management believes the existing product requires targeted formulation refinement rather than a complete redevelopment of the consumer platform. “We aren't starting with a blank sheet of paper,” Gorst remarked. “The brand exists. The creative exists. The product-development history exists. The intellectual property and manufacturing knowledge exist. We believe our opportunity is to modernize the formulation, activate the platform and get it back into the market.”

Under the terms of the binding LOI, UNLOCKD may issue up to 250,000 shares of BFCH Preferred Stock as acquisition consideration. Each Preferred Share is convertible into two shares of common stock, subject to the company’s governing documents.

Importantly, only 75,000 Preferred Shares are expected to be issued at closing. The remaining shares are contingent upon achieving defined milestones, including complete technology and commercial transition, successful CBD-free product commercialization and production commencement, and cumulative gross margin targets of $250,000 and $500,000.

Gorst highlighted the milestone-based structure as a mechanism to align incentives: “The majority of the potential consideration has to be earned. If the asset transitions successfully, reaches commercial production and generates meaningful gross margin, the seller participates in that success. We believe that creates strong alignment for BFCH shareholders.”

Christian Struzan is anticipated to continue contributing in a senior strategic, brand, and creative role and to serve as an advisor to UNLOCKD as it expands its portfolio.

Following successful commercialization, the parties envision operating 1ENERGY through a subsidiary owned 75% by UNLOCKD and 25% by Struzan, subject to definitive agreements and future dilution provisions.

Struzan commented on the partnership: “A tremendous amount of work went into building the 1ENERGY brand, from product development and formulation to packaging, creative strategy and the broader consumer proposition. What attracted me to UNLOCKD was the opportunity to combine that foundation with a public-company platform focused on commercialization and growth. I’m excited not only about the next chapter for 1ENERGY, but about working with John, Jordan and the broader UNLOCKD team as we evaluate opportunities across the portfolio.”

Gorst concluded, “We aren't simply acquiring the work, we are retaining access to the talent behind it. We believe Christian’s experience can create value not only for 1ENERGY, but across the broader UNLOCKD portfolio.”