DL Holdings GP (01709) announced that on September 28, 2025, the company entered into a formal Bitcoin mining machine agreement with seller Evergreen Wealth. Under this agreement, the company has conditionally agreed to acquire, and the seller has conditionally agreed to sell, Bitcoin mining machines (2,200 units of S21XP HYD Bitcoin mining machines) for a total consideration of US$21.8526 million. The Bitcoin mining machine consideration will be paid through the issuance of: convertible bonds with a principal amount of US$21.8526 million; 40 million warrants; and upon achieving profit conditions, the company will issue 13.4425 million profit shares.
On September 28, 2025, the company separately entered into letters of intent with BM1 and BM2 regarding the proposed BM acquisitions of BM mining machines (comprising 1,900 units of BM Machine 1 and 1,095 units of BM Machine 2 respectively), with total BM considerations of US$8.349 million and US$10.8766 million respectively.
The directors believe that entering into the Bitcoin mining machine formal agreement with the seller and the respective letters of intent with BM1 and BM2 represents a strategic initiative by the group to enhance its competitive advantages and core business in the digital assets, blockchain, and Bitcoin mining sectors. The Bitcoin mining machine acquisition and the proposed BM acquisitions will enable the group to obtain industry-leading Bitcoin mining hardware, directly supporting the group's ambition to become Hong Kong's first listed "Bitcoin computing power stock," with a total computing power of approximately 2,100,000T within three years, targeting total annual production capacity of approximately 350 Bitcoins and planning reserves of over 1,000 Bitcoins.
Through acquiring a total of 5,195 units of the most advanced Antminer S21XP Hyd./S21e Hyd./S21e XP Hyd. mining machines, the group will achieve a significant position in the Bitcoin mining capacity sector. The legally binding letters of intent with BM1 and BM2 also help the company acquire premium mining machines located at quality hosting sites, which is crucial for optimizing operational efficiency and ensuring uninterrupted mining activities. These premium locations provide reliable power supply, cooling infrastructure, and network connectivity, which are essential for maintaining competitive mining output and safeguarding asset value.
Furthermore, the board believes that entering into the Bitcoin mining machine formal agreement and letters of intent will bring long-term financial returns and value to shareholders. The Bitcoin mining machine acquisition and proposed BM acquisitions will consolidate the group's leadership position in Bitcoin mining business among Hong Kong-listed companies, create diversified revenue sources, and enable the group to capture rapidly expanding opportunities in the digital assets and blockchain sectors.