DL Holdings to acquire bitcoin mining machines in strategic digital asset move

DL Holdings Group Limited announced a legally-binding term sheet on September 15, 2025, to acquire 2,200 units of S21XP HYD Bitcoin mining machines from Fortune Peak. The machines boast an aggregate computing power of approximately 1,040,600 TH/s. The total consideration for this "Intended Acquisition" is US$21,852,600.

The consideration will be settled through a combination of instruments: Convertible Bonds with a principal amount of US$21,852,600, 40,000,000 Warrants, and potentially 13,442,451 Earn-out Shares. The Convertible Bonds will have a conversion price of HK$3.17 per share and a two-year maturity with zero interest. The Warrants have an exercise price of HK$3.80 per share.

The Earn-out Shares are conditional on performance metrics, including the BTC Mining Machines achieving an average effective uptime of at least 85% over 12 months post-Completion, or a cumulative effective hash rate of at least 85% of the theoretical maximum over 12 months, or the Company's share price reaching an average of HK$5.67 for 20 consecutive trading days within 24 months from Completion. This acquisition is a strategic step to solidify the Company's position in the digital asset sector.