TROOPS, Inc. (NASDAQ: TROO) Subsidiary Enters Letter of Intent to Acquire Stake in Malaysian Co-living and Co-working Space

Rhea-AI Summary

TROOPS, Inc. (NASDAQ: TROO) has announced that its subsidiary, Giant Connection Limited, has entered into a Letter of Intent to acquire a 49% equity stake in Y Concept Holding Limited, which owns The Cara Hotel, a Malaysian co-living and co-working space operator.

The transaction will be executed through convertible notes valued at 80% of the lower price between the signing date's closing price and the 60-day trading average. The deal includes a put option for the remaining 51% stake and TROOPS' right to repurchase consideration shares at market price.

The acquisition is subject to due diligence, regulatory approvals from NASDAQ and SEC, board approvals, and no material adverse changes in the target's business. This strategic move aims to strengthen TROOPS' presence in Asia's growing flexible living and working space sector.

Positive

• Strategic expansion into Malaysian co-living and co-working space market
• Option to acquire remaining 51% stake through put option
• Payment structure through convertible notes at 20% discount provides favorable terms
• Repurchase option provides flexibility in managing share dilution

Negative

• Potential share dilution from convertible notes issuance
• Multiple regulatory approvals required (NASDAQ and SEC)
• Minority stake (49%) limits operational control
• Transaction subject to various conditions precedent that could delay or terminate the deal

Insights

Financial Analyst

TROOPS entering Malaysian co-living market via 49% stake acquisition, using convertible notes with favorable pricing mechanisms.

The LOI announced by TROOPS represents a strategic expansion into the Malaysian real estate market, specifically targeting the growing co-living and co-working segment. The acquisition structure involves purchasing 49% of Jupiter Stone's 62.5% ownership in Y Concept Holding Limited (The Cara Hotel's parent), effectively giving TROOPS an indirect 30.6% economic interest in the underlying asset.

The financing structure is particularly noteworthy. TROOPS will pay using convertible notes priced at a 20% discount to either the closing share price on signing date or the 60-day average closing price, whichever is lower. This pricing mechanism provides a substantial discount and protects TROOPS from potential price volatility. The included repurchase option adds another layer of flexibility, allowing TROOPS to reacquire shares if market conditions become favorable.

The deal's structure also includes a forward-looking component with the put option for the vendor to sell its remaining 51% stake later. This suggests a potential pathway to majority control without requiring immediate full commitment.

While financial terms weren't disclosed, this diversification into Asian real estate markets represents TROOPS' effort to build presence in a growing sector. The co-living/co-working space has shown resilience in many Asian markets, with particular strength in high-density urban areas where housing affordability challenges drive demand for flexible living arrangements. The deal remains subject to due diligence, regulatory approvals, and board authorization.

HONG KONG, July 16, 2025 /PRNewswire/ -- TROOPS, Inc. (NASDAQ: TROO) ("TROOPS" or the "Company") today announced that its wholly-owned subsidiary, Giant Connection Limited (the "Purchaser"), has entered into a Letter of Intent ("LOI") with Jupiter Stone Holding Limited (the "Vendor") to acquire a 49% equity interest in Y Concept Holding Limited, the Hong Kong parent company of The Cara Hotel, a co-living and co-working space in Malaysia.

Key Transaction Details

• Acquisition Structure: Giant Connection Limited will acquire 49% of Jupiter Stone Holding Limited's 62.5% ownership in Y Concept Holding Limited. The LOI includes a put option for the Vendor to sell the remaining 51% at a later date.
• Payment Terms: The transaction will be settled through convertible notes issued by TROOPS, valued at 80% of the lower of (i) the closing share price on the date of signing or (ii) the average closing share price over the prior 60 trading days.
• Repurchase Option: TROOPS retains the right to repurchase the consideration shares at the prevailing market price.
• Strategic Objective: This acquisition strengthens TROOPS' business portfolio by expanding its presence in Malaysian co-living and co-working space.

Conditions Precedent

The transaction is subject to the following conditions:

• Satisfactory completion of financial and legal due diligence.
• Obtaining necessary regulatory approvals, including from NASDAQ and the U.S. Securities and Exchange Commission (SEC).
• Approval by the boards of directors of both parties.
• No material adverse changes in Y Concept Holding Limited's business operations or financial conditions.

Strategic Significance

This acquisition aligns with TROOPS' strategy to diversify its investments and capitalize on the robust growth in Asia's flexible living and working space sector. The Cara Hotel is well-positioned to benefit from increasing demand for co-living and co-working space in Malaysia.

Next Steps

Due diligence is in progress, with definitive agreements expected to be finalized upon satisfaction of all conditions precedent. 

About TROOPS, Inc.

TROOPS, Inc. is a conglomerate group of various businesses with its headquarters based in Hong Kong. The group is principally engaged in (a) money lending business in Hong Kong providing mortgage loans to high quality target borrowers, (b) property investment to generate additional rental income and, (c) the development, operation and management of an online financial marketplace that provides one-stop financial technology solutions including API services by leveraging artificial intelligence, big data and blockchain, and cloud computing (SaaS), (d) advisory and referral services in relation to the application of migration, education and visa renewal to its customers, and (e) consultancy services for insurance products in respect of insurance referral to insurance brokers. The group's vision is to operate as a conglomerate to build synergy within its own sustainable ecosystem thereby creating value to its shareholders.

For more information about TROOPS, Inc., please visit our investor relations website: www.troops.co

Safe Harbor and Informational Statement

This announcement contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words "believe," "expect," "anticipate," "future," "will," "intend," "plan," "estimate" or similar expressions, are "forward-looking statements". Forward-looking statements in this release include, without limitation, the effectiveness of the Company's multiple-brand, multiple channel strategy and the transitioning of its product development and sales focus and to a "light-asset" model, Although the Company's management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward looking statements involve a number of risks and uncertainties, which could cause the Company's future results to differ materially from those anticipated. These forward-looking statements can change as a result of many possible events or factors not all of which are known to the Company, which may include, without limitation, our ability to have effective internal control over financial reporting; our success in designing and distributing products under brands licensed from others; management of sales trend and client mix; possibility of securing loans and other financing without efficient fixed assets as collaterals; changes in government policy in China; China's overall economic conditions and local market economic conditions; our ability to expand through strategic acquisitions and establishment of new locations; compliance with government regulations; legislation or regulatory environments; geopolitical events, and other events and/or risks outlined in TROOPS' filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F and other filings. All information provided in this press release and in the attachments is as of the date of the issuance, and TROOPS does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

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SOURCE TROOPS

FAQ

What stake is TROOPS (NASDAQ:TROO) acquiring in the Malaysian co-living space?

TROOPS is acquiring a 49% equity stake in Y Concept Holding Limited, the parent company of The Cara Hotel, through its subsidiary Giant Connection Limited.

How will TROOPS (NASDAQ:TROO) pay for the Malaysian acquisition?

The acquisition will be paid through convertible notes valued at 80% of the lower of the signing date closing price or the 60-day trading average.

What are the key conditions for TROOPS' Malaysian acquisition to close?

The deal requires completion of due diligence, approvals from NASDAQ and SEC, board approvals from both parties, and no material adverse changes in the target's business.

What options are included in TROOPS' Malaysian acquisition deal?

The deal includes a put option for the seller to sell the remaining 51% stake later, and TROOPS has a repurchase option for consideration shares at market price.

How does this acquisition align with TROOPS' business strategy?

The acquisition aligns with TROOPS' strategy to diversify investments and capitalize on growth in Asia's flexible living and working space sector.