OWLS · OBOOK HOLDINGS INC.

This financing represents a material strategic capital event for OBOOK Holdings Inc., combining immediate liquidity with structured equity exposure. The $10 million gross funding — delivered via a $11.5 million zero-interest, senior secured convertible note — provides near-term balance sheet flexibility while embedding significant future dilution mechanics. Unlike conventional debt, the note permits monthly conversions of $821,429 beginning 120 days post-closing, priced at a 7.5% discount to the two lowest VWAPs in the prior 10 trading days — a feature that dynamically links conversion economics to near-term stock performance and trading volume, increasing sensitivity to market conditions. The concurrent issuance of 850,340 warrants (50% warrant coverage) further amplifies potential equity issuance, with a fixed $7.82 exercise price and 5-year term. Critically, the agreement includes explicit shareholder protections: a hard 120-day conversion lock-up, contractual bans on shorting or rehypothecation by the investor, and a cap on total permitted senior indebtedness ($25M), all designed to limit volatility and preserve long-term value. Proceeds are earmarked for high-impact growth initiatives — specifically scaling OwlPay’s global payment infrastructure across North America, Asia-Pacific, and Africa, pursuing additional regulatory licenses (including 40 U.S. state money transmission licenses already held), and supporting strategic M&A. Management explicitly frames this as enabling execution of a 'binary-event growth story' with existing regulatory infrastructure and a multi-billion-dollar transaction pipeline. Given the size relative to market capitalization (~$341M based on 37.9M shares outstanding and $9.00 conversion price), the layered dilution profile, and the senior secured nature of the obligation, this transaction materially reshapes OWLS’s capital structure and investor risk profile.