DYNASTY DIGITAL (00451.HK) cancels third tranche subscription as Pharos token averages US$518 million, below US$760 million floor

NewTimeSpace News: On 28 October, Dynasty Digital Holdings Limited (DYNASTY DIGITAL, 00451.HK) announced the cancellation of the third tranche of subscription shares. The company had announced the subscription and investment agreements on 8 January 2026 and issued a supplemental announcement on 12 March 2026; the first tranche was completed on 8 May, while the second tranche was cancelled on 29 July.

Under the agreements, completion of the third tranche was conditional on three conditions: no material default event and no circumstance rendering any party's representations, warranties or undertakings seriously untrue or inaccurate; the Listing Committee of the Stock Exchange having granted approval for the listing of and permission to deal in the third tranche shares, with that approval not withdrawn before completion; and the arithmetic average of the fully diluted value of the Pharos token during the second three-month period (28 July to 27 October 2026) not being lower than the Pharos floor fully diluted value of US$760 million.

The company said that, as at the date of the announcement, the arithmetic average fully diluted value of the Pharos token over the second three-month period was about US$518 million, below the floor, so the third condition was not satisfied and completion of the third tranche did not take place. Completion of each tranche is independent and not conditional on the others; the parties' obligations under the third tranche will terminate and they need not perform them even if the conditions for subsequent tranches are met. The board considers that the failure to complete the third tranche will not have any material adverse impact on the group's existing business, operations or financial position, or on the strategic cooperation between the parties.