TROOPS, Inc. (NASDAQ: TROO) Subsidiary Intends to Acquire 49% of a Taiwan-based Co-working Space Operator WORK, Inc., with Path to Full Ownership

Rhea-AI Summary

TROOPS, Inc. (NASDAQ: TROO) has announced its subsidiary Giant Connection Limited's intention to acquire a 49% stake in WORK, Inc., a Taiwan-based co-working space operator. The deal includes a put option for the remaining 51% ownership.

The acquisition will be financed through convertible notes linked to TROOPS shares, priced at 80% of the lower of the pre-signing closing price or 60-day average. Key obligations include developing a 7,000 square feet co-working space in Hong Kong and creating a dedicated mobile application.

The transaction is subject to due diligence, regulatory approvals from NASDAQ and SEC, and requires no material adverse changes. This strategic move marks TROOPS' entry into Asia's flexible workspace market.

Positive

• Strategic entry into Asia's growing flexible workspace market
• Potential for full ownership through put option structure
• Staged acquisition approach reduces initial investment risk
• Geographic expansion into Taiwan and Hong Kong markets

Negative

• Convertible notes priced at 20% discount may lead to shareholder dilution
• Significant capital requirements for Hong Kong space development
• Multiple regulatory approvals required (NASDAQ and SEC)
• Additional investment needed for mobile application development

HONG KONG, July 14, 2025 /PRNewswire/ -- TROOPS, Inc. (Nasdaq: TROO) ("TROOPS" or the "Company"), today announced its wholly-owned subsidiary Giant Connection Limited (the Purchaser") has recently entered into a Letter of Intent ("LOI") with WORLD HONOR HOLDINGS LIMITED (the "Vendor"), to acquire 49% share ownership of WORK, Inc., a British Virgin Islands co-working space operator with operations in Taiwan. The transaction includes a put option for the Vendor to sell the remaining 51% share ownership to the Purchaser in the future. Consideration will be paid via convertible notes linked to TROOPS shares, priced at 80% of the lower of (i) the pre-signing closing price or (ii) the 60-day average. Key conditions include due diligence, regulatory approvals (including NASDAQ and SEC), and the Purchaser's commitment to develop a 7,000 square feet co-working space in Hong Kong and a dedicated mobile application.

Key Points:

• Structure: Staged acquisition (49% upfront + put option for 51%).
  
  
• Payment: Convertible notes tied to TROOPS' share price.
  
  
• Obligations: Purchaser to fund Hong Kong co-working space and app development. 
  
  
• Conditions: Due diligence, regulatory approvals, and no material adverse changes.
  
  
• Binding Terms: LOI enforces confidentiality and exclusivity.

This move signals TROOPS' expansion into Asia's flexible workspace sector, leveraging WORK, Inc.'s footprint in Taiwan and planned Hong Kong presence.

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 percentage of WORK, Inc. is TROOPS (NASDAQ:TROO) acquiring initially?

TROOPS is initially acquiring a 49% stake in WORK, Inc., with a put option for the remaining 51% ownership.

How will TROOPS (NASDAQ:TROO) finance the WORK, Inc. acquisition?

The acquisition will be financed through convertible notes linked to TROOPS shares, priced at 80% of the lower of the pre-signing closing price or 60-day average.

What are the key conditions for TROOPS' acquisition of WORK, Inc.?

Key conditions include due diligence, regulatory approvals from NASDAQ and SEC, development of a 7,000 sq ft co-working space in Hong Kong, and creation of a mobile application.

What markets will TROOPS (NASDAQ:TROO) expand into with the WORK, Inc. acquisition?

The acquisition will give TROOPS presence in Taiwan through WORK, Inc.'s existing operations and planned expansion into Hong Kong with a new co-working space.

What is the size of the planned Hong Kong co-working space by TROOPS?

TROOPS has committed to developing a 7,000 square feet co-working space in Hong Kong as part of the acquisition agreement.