OWLS · OBOOK HOLDINGS INC.

OBOOK HOLDINGS INC. (ticker: OWLS) is a Cayman Islands exempted company operating as a blockchain-based financial infrastructure provider, with a primary focus on stablecoin-enabled cross-border payments through its OwlPay platform. The company also has hospitality and e-commerce segments, which contributed 37% and 7% of revenue respectively in FY2025, while payments contributed 56%. Founded in 2010 and headquartered in Taipei, Taiwan, the company serves enterprises, financial institutions, and individual users globally.

The registration statement on Form F-1 covers the resale of up to 12,350,340 Class A Common Shares by Lind Global Asset Management XV LLC, the selling shareholder. These shares consist of up to 11,500,000 shares issuable upon conversion of a senior secured convertible promissory note (the Note) with an original principal amount of US$11.5 million, and up to 850,340 shares issuable upon exercise of a warrant. The company will not receive any proceeds from the resale; however, it may receive up to approximately US$6.65 million if the warrant is exercised for cash at the initial exercise price of US$7.82 per share. Any such proceeds would be used for working capital and general corporate purposes.

The Note carries an initial conversion price of US$9.00 per share but is subject to multiple downward adjustment mechanisms, including full-ratchet anti-dilution adjustments and a Market Cap Event reset, with a Floor Price of US$1.00 per share. This could result in substantial dilution if the stock price declines. The warrant also contains anti-dilution provisions. As of May 14, 2026, the company had 37,825,411 Class A Common Shares outstanding, and after full conversion and exercise at the Floor Price, the total would increase to 50,175,751 shares.

The company is an emerging growth company and a foreign private issuer, and it qualifies as a controlled company because founder and CEO Darren Wang controls a majority of voting power through his ownership of Class B Common Shares (each carrying ten votes). This dual-class structure concentrates control and may limit other shareholders' influence.

Key risks include the significant dilution potential from the Note's adjustment mechanisms, restrictive covenants that limit operational flexibility, and the possibility that substantial resales of registered shares could depress the market price. The company's financial position as of December 31, 2025, showed cash and restricted cash of US$9.355 million and long-term debt of US$0.835 million, with an accumulated deficit of US$92.469 million. The company has not disclosed recent revenue or profitability figures in this prospectus.