DKI · DarkIris Inc. Class A Ordinary Shares

DarkIris Inc. executed two strategically aligned, equity-based transactions on April 7, 2026 — one financing and one acquisition — both priced at $0.35 per Class A or Class [A/B] Ordinary Share. The $3.29 million private placement under Section 4(a)(2) and Regulation D signals an immediate capital raise from accredited investors without public registration, preserving flexibility while diluting existing shareholders. Simultaneously, the $800,000 acquisition of short video dramas — settled entirely in newly issued equity — reflects a capital-efficient growth strategy: expanding content inventory without depleting cash reserves. Critically, both deals use identical per-share pricing, implying a consistent internal valuation benchmark across financing and M&A activities, which enhances transparency for investors assessing dilution impact. The acquisition transfers full intellectual property rights, source materials, and structured digital deliverables, suggesting DarkIris intends rapid integration into its platform or monetization pipeline. Because the shares issued in both transactions are unregistered and subject to resale restrictions under the Securities Act, liquidity for recipients is constrained, and future secondary sales will require registration or exemption — a factor affecting near-term supply dynamics. Together, these events indicate DarkIris is scaling operations through targeted content investment while strengthening its balance sheet via private capital, though the dual equity issuances collectively increase outstanding share count by approximately 11.7 million shares, warranting investor attention to dilution and future earnings-per-share impact.