DL Holdings expands bitcoin mining with strategic acquisition

DL Holdings Group announced a discloseable transaction to acquire 2,200 S21XP HYD bitcoin mining machines with an aggregate computing power of 1,040,600 TH/s from Evergreen Wealth for a total consideration of $21,852,600. The consideration will be satisfied through the issuance of convertible bonds ($21,852,600 principal amount), 40,000,000 warrants, and potentially 13,442,451 earn-out shares, contingent on specific performance metrics. An EGM is scheduled for 23 December 2025 to approve the issuance of these consideration shares under a specific mandate.

This acquisition, combined with previous BM acquisitions, is projected to bring the group's total computing power to approximately 2,100,000 T. The deal structure aims to optimize capital management, align interests with the vendor, and support the group’s digital finance expansion. The convertible bonds, with an initial conversion price of HK$3.17 per share, and warrants, with an initial exercise price of HK$3.80 per warrant share, reflect arm's length negotiations.

Additionally, DL Holdings has been actively purchasing its own shares under its 2025 restricted share award scheme. As of 3 December 2025, the trustee had purchased 3,200,000 shares from the market for selected participants, bringing the total purchased for the initial share award pool to 30,090,000 shares at an average price of HK$3.07 per share. For the 2nd share award pool, 22,400,000 shares have been purchased at an average of HK$2.45 per share.