OwlTing Group (NASDAQ: OWLS) Receives US$10 Million Investment with up to US$50 Million in Total Funding Available Upon Mutual Consent

Rhea-AI Summary

OwlTing Group (NASDAQ: OWLS) secured an initial US$10.0 million convertible financing from Lind Global, with up to US$50.0 million available upon mutual consent. The zero-interest security carries an 18-month maturity, a fixed US$9.00 conversion price, and 850,340 warrants exercisable at roughly US$7.82.

Proceeds will fund global expansion of OwlPay, regulatory licensing, potential acquisitions, and working capital; the company reports a Contracted Annual Transaction Capacity exceeding US$5 billion.

Positive

• Initial funding of US$10.0M at closing
• Access to up to US$50.0M total funding
• Conversion price fixed at US$9.00 per share
• Contracted Annual Transaction Capacity > US$5B
• Issuance of 850,340 warrants (50% coverage)

Negative

• Convertible security matures in 18 months
• Potential dilution from monthly conversions up to US$821,429
• Resale registration required within 45–120 days, else conversion limits
• Warrants and conversions may dilute existing shareholders

Market Context

This announcement details a structured financing that brings in an initial US$10 million, with up to...

Analysis

This announcement details a structured financing that brings in an initial US$10 million, with up to US$50 million available, via a zero-interest convertible security with a US$9.00 fixed conversion price and a 15% original issue discount. Investors may focus on the 120-day conversion moratorium, monthly conversion caps, and 850,340 warrants at US$7.82 when assessing dilution. Context from recent updates on >US$5 billion in client payment volume provides a backdrop for how this capital might support scaling OwlPay.

Key Figures

Initial funding: US$10 million Total facility size: Up to US$50 million Original issue discount: 15% +5 more

8 metrics

Initial funding US$10 million Gross proceeds from Convertible Security at closing

Total facility size Up to US$50 million Initial US$10M plus up to US$40M follow-on, subject to consent

Original issue discount 15% Convertible Security face value vs. funded amount

Conversion price US$9.00 per share Fixed conversion price for face value conversions

Monthly conversion cap US$821,429 Max face value convertible per month at Repayment Price

Warrants issued 850,340 warrants 50% coverage on funded amount; 60-month term

Warrant exercise price US$7.82 per share Cash-exercisable over 60 months, subject to VWAP adjustment

Shares outstanding 37,899,671 shares Class A common stock as of announcement date

Historical Context

5 past events · Latest: Mar 31 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 31	Client volume update	Positive	+2.4%	Onboarded 20+ OwlPay Harbor enterprise clients with >$5B annual payment volume.
Mar 23	Growth recognition	Positive	+0.5%	Named FT Asia-Pacific high-growth company with 42% CAGR and 189% revenue growth.
Mar 12	Humanitarian deployment	Positive	-2.1%	Hope for Haiti pilot processed $100K+ with 93% cost reduction for beneficiaries.
Feb 17	Product launch	Positive	+1.7%	Launched OwlPay Cash app targeting $230B U.S. outbound remittance market.
Jan 27	Strategic partnership	Positive	+2.4%	Partnered with Arta Global Markets to expand digital asset payment capabilities.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent positive operational updates have usually aligned with modest positive price moves, with one notable divergence on humanitarian-aid news.

Recent Company History

Over the last few months, OwlTing has highlighted steady progress in OwlPay. On Jan 27, it announced a digital assets on/off ramp partnership. On Feb 17, it launched OwlPay Cash targeting the $230 billion U.S. remittance market. March updates on humanitarian deployments and > $5 billion client payment volume underscored scaling potential. Today’s financing news follows this build-out, adding balance-sheet capacity to support ongoing transaction growth and regulatory expansion.

Key Terms

convertible security, original issue discount, volume-weighted average price, warrants, +4 more

8 terms

convertible security financial

"for the issuance and sale of a convertible security (the “Convertible Security”) for US$10"

A convertible security is an investment that starts as one form—typically a bond or preferred share—that the holder can swap for common stock at a set price or under certain conditions. Investors care because it combines steady income or downside protection with the upside of stock ownership: like a ticket that guarantees a seat and also lets you trade up to a VIP pass if the company performs well, affecting dilution and potential returns.

original issue discount financial

"has a face value of US$11.5 million, reflecting a 15% total original issue discount, and"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

volume-weighted average price technical

"92.5% of the two lowest daily volume-weighted average prices during the 10 trading days"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

warrants financial

"the Company will issue 850,340 warrants to the Investor, representing 50% warrant coverage"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

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resale registration statement regulatory

"The Company is required to file a resale registration statement no later than 45 days"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Section 4(a)(2) regulatory

"pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) of Regulation D regulatory

"and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

Rule 144 regulatory

"The securities were issued as “restricted securities” as defined in Rule 144 under the Securities Act."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

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• Initial US$10 million funding at closing; facility provides for up to US$40 million in follow-on investments on similar terms, subject to mutual consent
• Zero-interest convertible security with a fixed conversion price of US$9.00 per share, representing a premium to recent trading levels
• Proceeds to support global expansion of OwlPay payment infrastructure, regulatory licensing, and strategic growth initiatives
  
  

ARLINGTON, Va., April 03, 2026 (GLOBE NEWSWIRE) -- OwlTing Group (NASDAQ: OWLS) (“OwlTing” or the “Company”), the operating brand of OBOOK Holdings Inc., a global fintech company, today announced that it has entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management XV LLC (the “Investor”), an investment fund managed by The Lind Partners, a New York-based institutional fund manager, for the issuance and sale of a convertible security (the “Convertible Security”) for US$10 million in gross proceeds. The arrangement will provide the Company with access to up to US$50 million in total funding, consisting of the initial US$10 million investment at closing of the Convertible Security (the “Closing”) and up to US$40 million in additional follow-on investments after effective resale registration, subject to similar terms and mutual consent of both parties. The Closing is expected to occur on or around April 6, 2026, subject to satisfaction of customary closing conditions. Benchmark, a StoneX Company, acted as exclusive placement agent.

The Company intends to use the net proceeds from the initial closing for general corporate purposes, including the continued expansion of its OwlPay global payment infrastructure, the pursuit of additional regulatory licenses, potential strategic acquisitions, and working capital.

Key Strategic Terms:

• Shareholder-Protective Structure: To protect long-term shareholder value, the agreement features a 120-day moratorium on conversion, during which no common stock conversions may occur following the initial funding.
• Optional Follow-On Investments: Company has the option to access up to an additional US$40 million, allowing the Company to align its capital planning with operational milestones and market conditions.
• Funding Package Allows Global Capacity Expansion: Increased access to capital supports OwlPay’s continued growth, with its Contracted Annual Transaction Capacity (CATC) now exceeding US$5 billion across key markets including North America, Asia-Pacific, and Africa.
  
  

The Convertible Security has a face value of US$11.5 million, reflecting a 15% total original issue discount, and bears no interest. The Convertible Security matures 18 months from the date of issuance. The Investor may convert face value amounts into shares of the Company’s common stock at a fixed price of US$9.00 per share (the “Conversion Price”), representing a premium to the Company’s recent trading price. In addition, commencing on the earlier of effective resale registration or 120 days after funding, the Investor may convert up to US$821,429 per month into common shares at a price equal to 92.5% of the two lowest daily volume-weighted average prices during the 10 trading days prior to conversion (the “Repayment Price”), subject to volume limitations. After providing notice to the Investor, the Company has the right to pay any Repayment Price conversion in cash, plus a 5% premium, in lieu of issuing shares. The Company also has a one-time right to buy back the outstanding face value at a 5% premium.

In connection with the transaction, the Company will issue 850,340 warrants to the Investor, representing 50% warrant coverage on the funded amount based on the Company’s five-day volume-weighted average price immediately prior to closing. The warrants are exercisable for cash over a 60-month period at an exercise price of US$7.82 per share. The final number of warrants and the exercise price are subject to adjustments based on the actual five-day VWAP at closing. A pro-rata amount of warrants will be issued in connection with each follow-on investment. As of the date of this announcement, the Company has 37,899,671 shares of Class A common stock outstanding.

The Company is required to file a resale registration statement no later than 45 days from closing and to have such registration statement declared effective no later than 120 days from closing. Under the terms of the SPA, the Investor and its affiliated entities are contractually prohibited from engaging in short selling, rehypothecation, or lending or pledging of the securities issued in connection with this transaction.

“We believe OwlTing has built something genuinely differentiated — 40 state money transmission licenses, Visa Direct integration, and a multi-billion-dollar transaction pipeline across North America, Asia-Pacific, and Africa. This is exactly the kind of binary-event growth story we look for: a company with the regulatory infrastructure in place and the capital structure to execute. We’re delighted to support Darren and the team as they scale OwlPay into a leading global payments platform,” commented Jeff Easton, Founder and Managing Partner at The Lind Partners.

“This partnership with Lind Partners provides OwlTing with the financial flexibility to execute our next phase of global expansion,” said Darren Wang, Founder and CEO at OwlTing Group.

“We have structured this agreement to balance access to capital with shareholder protection, including a 120-day conversion moratorium and multiple tools to actively manage dilution. With a growing multi-billion-dollar transaction pipeline, we are well positioned to scale our global payment infrastructure.”

The securities described herein were offered and sold in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The securities were issued as “restricted securities” as defined in Rule 144 under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Additional information, including the full terms of the financing transaction, is available in the Current Report on Form 6-K that the Company filed with the Securities and Exchange Commission.

About OwlTing Group

OwlTing Group (NASDAQ: OWLS) is the operating brand of OBOOK Holdings Inc., a global fintech company founded in Taiwan, with subsidiaries in the United States, Japan, Poland, Singapore, Hong Kong, Thailand, and Malaysia. The Company operates a diversified ecosystem across payments, hospitality, and e-commerce. In 2025, according to CB Insights’ statistics, OwlTing was ranked among the top 2 global players in the “Enterprise & B2B” category for the digital currency sector. The Company’s mission is to use distributed ledger technology to provide businesses with more reliable and transparent data management, to reinvent the global flow of funds for businesses and consumers, and to lead the digital transformation of business operations. To this end, the Company introduced OwlPay, a Web2 and Web3 hybrid payment solution, to empower global businesses to operate confidently in the expanding digital currency economy. For more information, visit https://www.owlting.com/portal/?lang=en.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of applicable securities laws. These statements relate to future events or the Company’s future financial or operating performance and involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements can often be identified by words such as “may,” “will,” “expect,” “anticipate,” “plan,” “intend,” “believe,” “estimate,” or similar expressions. These forward-looking statements are based on the Company’s current expectations and assumptions and speak only as of the date of this announcement. The Company undertakes no obligation to update any forward-looking statements, except as required by law. Investors are cautioned not to place undue reliance on these statements and are encouraged to review the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission.

For investor and media enquiries, please contact:

OwlTing Group Investor Relations
Henry Fan, Investor Relations Director
ir@owlting.com

OwlTing Group Media Relations
Michael Hsu, Public Relations Director
pr_office@owlting.com

The Blueshirt Group, Investor Relations
Jack Wang, Managing Director
OwlTing@BlueshirtGroup.co

FAQ

What financing did OwlTing (OWLS) announce on April 3, 2026?

OwlTing announced a convertible financing with an initial US$10.0M draw and up to US$50.0M available. According to the company, the zero-interest convertible matures in 18 months and includes warrants representing 50% coverage on the funded amount.

How does the OWLS convertible convert into common stock?

The convertible can convert at a fixed US$9.00 per share or monthly at a discounted VWAP-based price. According to the company, monthly conversions are capped at US$821,429, subject to volume limits and registration conditions.

What shareholder protections are included in the OWLS financing?

The agreement includes a 120-day conversion moratorium and conversion-cash payment options to limit dilution. According to the company, there is also a one-time 5% premium buyback right and contractual restrictions on short selling and pledging.

How will OwlTing use proceeds from the OWLS financing?

Proceeds will support OwlPay expansion, regulatory licensing, strategic acquisitions, and working capital. According to the company, funds are intended to scale global payment infrastructure and pursue additional licenses across key markets.

What are the warrant terms issued to the investor in the OWLS deal?

OwlTing will issue 850,340 warrants exercisable for cash over 60 months at about US$7.82 per share, subject to VWAP adjustments. According to the company, pro-rata warrants will attach to any follow-on investments.