OWLS · OBOOK HOLDINGS INC.

OBOOK Holdings Inc., a Cayman Islands exempted company, entered into a Securities Purchase Agreement dated April 2, 2026, resulting in the issuance of a $11.5 million senior secured convertible promissory note on April 6, 2026, to Lind Global Asset Management XV LLC. This non-interest-bearing note (except for default interest) has a maturity date of October 6, 2027, with repayment structured in 14 consecutive monthly installments of $821,429 starting the earlier of 120 days from issuance or SEC registration effectiveness. The holder has flexibility to convert these amounts into Class A Common Shares at the Repayment Share Price, receive 105% cash payment, or a combination, subject to conditions ensuring immediate resale under Rule 144 or an effective registration statement. The holder can elect twice to increase installments up to $1.7 million based on 20-day trading volume limits. Prepayment is permitted after the Free Trading Shares Date (SEC effectiveness or Rule 144 eligibility) for the full principal at the Prepayment Amount, with holder conversion rights up to 25% of outstanding principal. Prior to that date, partial prepayment of 75% is allowed. Concurrently, Exhibit 99.2 discloses a warrant entitling the holder to purchase 850,340 Class A Common Shares at the Exercise Price during the Exercise Period, with cashless exercise provisions, anti-dilution adjustments for stock splits/dividends, and protections like buy-in compensation for delivery failures. Both instruments are unregistered under Securities Act exemptions, restricting resale without registration or exemptions. This financing provides significant liquidity but introduces dilution risk through conversions and exercises, with holder-favorable terms including volume-linked repayment increases and prepayment conversion rights.