OwlTing Group (NASDAQ: OWLS) lands US$10M secured convertible deal with up to US$50M capacity
OBOOK Holdings Inc. (OwlTing Group) has secured a US$10 million zero-interest convertible financing with potential access to up to US$50 million in total funding from Lind Global Asset Management XV LLC. The company will issue a senior secured convertible promissory note with a US$11.5 million face value, maturing in 18 months and initially convertible into Class A common shares at US$9.00 per share, alongside warrants to purchase up to 850,340 shares at US$7.82 per share. After the earlier of 120 days from issuance or effectiveness of a resale registration statement, the investor may convert up to US$821,429 per month at a discount formula tied to recent trading prices, though the company can instead repay those amounts in cash with a 5% premium and also holds a one-time right to repurchase the full outstanding principal at a 5% premium. The note is senior and secured by substantially all assets of the company and certain subsidiaries, and the company must file and obtain effectiveness of a resale registration statement within set deadlines while also benefiting from a 120-day moratorium on common stock conversions after initial funding.
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Insights
OwlTing adds flexible but potentially dilutive secured convertible funding.
OBOOK Holdings (OwlTing) arranged a US$10 million senior secured, zero-interest convertible note with a US$11.5 million face value and attached warrants. The structure lowers immediate cash interest burden while creating a pathway to equity-based repayment over up to 18 months.
The note is initially convertible at US$9.00 per share, with additional monthly conversions allowed at 92.5% of the average of the two lowest 10-day VWAPs, up to US$821,429 per month. This introduces potential share issuance pressure, partly mitigated by a 120-day conversion moratorium and the company’s option to repay those amounts in cash with a 5% premium.
Warrants for up to 850,340 shares at US$7.82 and security over substantially all assets increase the investor’s protection and long-term dilution risk for existing holders. The facility’s up to US$50 million total capacity and stated use of proceeds for OwlPay expansion and regulatory licenses could support growth if execution aligns with the company’s multi‑billion‑dollar transaction pipeline.
Key Figures
Key Terms
Senior Secured Convertible Promissory Note financial
original issue discount financial
volume-weighted average price financial
Resale Registration Statement regulatory
Rule 506(b) of Regulation D regulatory
Contracted Annual Transaction Capacity (CATC) financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
April 2026
Commission File Number: 001-42858
OBOOK Holdings Inc.
9F., No. 28, Wencheng Rd., Beitou Dist.,
Taipei City 112, Taiwan,
Republic of China
+886-2-6610-0180
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Entry into a Material Definitive Agreement
On April 2, 2026, OBOOK Holdings Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Lind Global Asset Management XV LLC (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor (i) a Senior Secured Convertible Promissory Note (the "Note") with a principal amount of US$11,500,000, reflecting a 15% original issue discount, and (ii) a Class A Common Share Purchase Warrant (the "Warrant") to purchase up to 850,340 Class A Common Shares, for aggregate gross proceeds of US$10,000,000. The closing of the transactions contemplated by the Purchase Agreement and the issuance by the Company of the Note and Warrant to the Investor in exchange for such aggregate gross proceeds is expected to occur on or around April 6, 2026, subject to satisfaction or waiver of the conditions set forth therein.
The Note matures 18 months from the date of issuance, bears no interest, and is convertible into Class A Common Shares at a conversion price of US$9.00 per share, subject to adjustments as provided therein. Commencing on the earlier of 120 days from issuance and the effective date of the Resale Registration Statement (defined below) the Company is required to file with the Securities and Exchange Commission (“SEC”) pursuant to the Purchase Agreement, the Investor may also convert up to US$821,429 per month at a repayment price equal to 92.5% of the average of the two lowest daily volume-weighted average prices during the 10 trading days prior to conversion. The Company may elect to satisfy any monthly repayment in cash at a 5% premium in lieu of issuing shares. The Company also has a one-time right to repurchase the outstanding principal at a 5% premium. The Note is a senior secured obligation of the Company, secured by substantially all assets of the Company and certain of its subsidiaries, subject to certain exceptions discussed below.
The Warrant is exercisable for cash at US$7.82 per share for a period of 60 months from issuance. The final number of Warrant Shares and the exercise price are subject to adjustment based on the actual five-day volume-weighted average price of the Class A Common Shares at closing.
Concurrently, (i) the Company and certain of its subsidiaries entered into a Security Agreement granting the Investor a security interest in substantially all assets of the Company and such subsidiaries, excluding assets subject to regulatory restrictions; (ii) the Company entered into a Pledge Agreement pledging its equity interests in certain of its direct subsidiaries, excluding subsidiaries that hold or are applying for regulatory licenses or permits; and (iii) certain subsidiaries entered into a Guaranty jointly and severally guaranteeing all of the Company's obligations under the Transaction Documents.
The Company is required to file a registration statement with the SEC to register under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for resale by the Investor the Class A Common Shares issuable upon conversion of the Note and the Class A Common Shares issuable upon exercise of the Warrant (the “Resale Registration Statement”) no later than 45 days from closing and to cause such registration statement to be declared effective by the SEC no later than 120 days from closing.
The securities described herein are being offered and sold by the Company to the Investor in a private placement exempt from the registration requirements of the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Documents, copies of which are filed as Exhibits 99.2 through 99.4 to this Form 6-K and are incorporated herein by reference.
Other Events
On April 3, 2026, the Company issued a press release announcing the entry into the foregoing transaction. A copy of the press release is furnished as Exhibit 99.1 to this Form 6-K.
TABLE OF CONTENTS
Exhibit 99.1 |
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Press Release, dated April 3, 2026 |
Exhibit 99.2 |
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Securities Purchase Agreement, dated April 2, 2026
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Exhibit 99.3 |
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Form of Senior Secured Convertible Promissory Note
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Exhibit 99.4 |
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Form of Class A Common Share Purchase Warrant |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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OBOOK Holdings Inc. |
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By: |
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/s/ Chun-Kai Wang |
Name: |
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Chun-Kai Wang |
Title: |
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Chairman and Chief Executive Officer |
Date: April 2, 2026
Exhibit 99.1
OwlTing Group (NASDAQ: OWLS) Receives US$10 Million Investment with up to US$50 Million in Total Funding Available Upon Mutual Consent.
Arlington, Virginia, United States, April 3, 2026 – 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:
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.
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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
Exhibit 99.2
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of April 2, 2026, by and between OBOOK Holdings Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Lind Global Asset Management XV LLC, a Delaware limited liability company (the “Investor”).
BACKGROUND
A. The board of directors (the “Board of Directors”) of the Company has authorized the issuance to Investor of the Note (as defined below) and the Warrant (as defined below).
B. The Investor desires to purchase the Note and the Warrant on the terms and conditions set forth in this Agreement.
C. Concurrently with the execution of this Agreement, (i) the Company, the Guarantors and the Investor will enter into a security agreement, (the “Security Agreement”), pursuant to which the Company and the Guarantors thereof will grant a security interest in the Collateral (as defined in the Security Agreement) to secure its obligations under this Agreement, under the Note, under the Guaranty and under the other Transaction Documents, (ii) the Guarantors will enter into a joint and several guaranty (the “Guaranty”) pursuant to which the Guarantors will guarantee, on a joint and several basis, to the Investor all of the Company’s obligations hereunder and under the Transaction Documents and (iii) the Company, the Pledgors and the Investor will enter into a pledge agreement (the “Pledge Agreement”), pursuant to which the Company and the Pledgors will grant a security interest in the equity securities of certain Subsidiaries to secure its obligations under this Agreement, under the Note and under the other Transaction Documents.
NOW THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and intending hereby to be legally bound, the Company and the Investor hereby agree as follows:
“1933 Act” means the Securities Act of 1933, as amended.
“1934 Act” means the Securities Exchange Act of 1934, as amended.
“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.
“Agreement” has the meaning set forth in the preamble.
“Alternative Equity Facility” means any equity line of credit (ELOC), standby equity purchase agreement (SEPA), committed equity facility (CEF), or similar offering, pursuant to which the Company may from time to time issue Class A Common Shares for cash, at a price based on the market price of the Class A Common Shares at the time of each such purchase; provided that, the Investor shall have a right of first refusal as set forth in Section 10, to provide such Alternative Equity Facility on terms no less favorable to the Company; provided, further, that the Investor shall not be entitled to such right of first refusal if the Company enters into an Alternative Equity Facility with any investment bank or other similar financial institution with aggregate proceeds raised thereunder of less than $10,000,000.
“Articles of Association” means the Third Amended and Restated Memorandum and Articles of Association of the Company, adopted by a special resolution in accordance with the Cayman Islands Companies Law, passed on September 19, 2025 and effective immediately prior to the completion of the initial listing on The Nasdaq Global Market of the Class A Common Shares.
“ATM Agreement” means any sales agreement or equity distribution agreement between the Company and one or more registered broker-dealer(s), pursuant to which Class A Common Shares may be issued and sold by the Company from time to time through one or more registered broker-dealer(s) acting as agent(s) of the Company in transactions deemed to be an “at the market offering” under Rule 415(a)(4) under the 1933 Act.
“Blue Sky Application” has the meaning set forth in Section 9.3(a).
“Board of Directors” has the meaning set forth in the recitals.
“Business Day” means any day other than a Saturday, Sunday or any other day on which banks are permitted or required to be closed in New York City.
“Capital Shares” means the Class A Common Shares, the Class B Common Shares, the Class A Preferred Shares and any other classes of shares in the capital of the Company.
“Cayman Islands Companies Law” means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof.
“Change of Control” means, with respect to the Company, on or after the date of this Agreement:
“Class A Common Shares” means (i) the Class A Common Shares of the Company with nominal or par value of $0.001 each, and (ii) any share capital into which such Class A Common Shares shall have been changed or any share capital resulting from a reclassification of such Class A Common Shares.
“Class A Preferred Shares” means the Class A Preferred Shares of the Company with nominal or par value of $0.001 each.
“Class B Common Shares” means the Class B Common Shares of the Company with nominal or par value of $0.001 each.
“Closing” has the meaning set forth in Section 2.2.
“Closing Date” has the meaning set forth in Section 2.2.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral” has the meaning set forth in the Security Agreement.
“Commitment Fee” means an amount equal to Three Hundred Thousand Dollars ($300,000).
“Common Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Class A Common Shares or Class B Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Class A Common Shares or Class B Common Shares.
“Company” has the meaning set forth in the preamble.
“Conversion Shares” means the Class A Common Shares issuable upon the full or any partial conversion of the Note, without giving effect to the Maximum Percentage.
“Disclosure Letter” has the meaning set forth in Section 3.
“Effectiveness Period” has the meaning set forth in Section 9.2(a).
“Equity Interests” means and includes Capital Shares, membership interests and other similar equity securities of the Company, and shall also include warrants or options to purchase Capital Shares, membership interests or other equity interests of the Company.
“Event” means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts.
“Event of Default” has the meaning set forth in Section 7.1.
“Exempted Securities” means (a) equity securities issued by reason of a dividend, stock split, split-up or other distribution on Class A Common Shares, (b) Class A Common Shares, restricted stock units, or rights, warrants or options to purchase Class A Common Shares issued to employees or directors of the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors (“Equity Plans”), (c) Class A Common Shares actually issued upon the exercise of options or warrants, the settlement of restricted stock units, or the conversion or exchange of any securities convertible into Class A Common Shares, in each case issued to employees or directors of, the Company or any of its Subsidiaries pursuant to an Equity Plan and provided that such issuance is pursuant to the terms of the applicable option, warrant or convertible security, (d) Investor Shares, (e) Class A Common Shares issued for cash at a fixed price when the Market Capitalization of the Company is greater than $250,000,000, other than in connection with any transaction referred to in clause (f) and (g), (f) sales of Class A Common Shares made pursuant to an ATM Agreement, or (g) sales of up to $10 million of Class A Common Shares made pursuant to an Alternative Equity Facility.
“FCPA” has the meaning set forth in Section 3.24.
“Form 6-K” has the meaning set forth in Section 5.10.
“Funding Amount” means an amount equal to Ten Million Dollars ($10,000,000).
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Guarantor” has the meaning set forth in the Security Agreement.
“Guaranty” has the meaning set forth in the recitals.
“HSR Act” has the meaning set forth in Section 5.15.
“IFRS” has the meaning set forth in Section 3.5(b).
“Indebtedness” has the meaning set forth in the Note.
“Investor” has the meaning set forth in the preamble.
“Investor Group” shall mean the Investor plus any other Person with which the Investor is considered to be part of a group under Section 13 of the 1934 Act or with which the Investor otherwise files reports under Sections 13 and/or 16 of the 1934 Act.
“Investor Party” has the meaning set forth in Section 5.11(a).
“Investor Shares” means the Conversion Shares, the Warrant Shares and any other Class A Common Shares issued or issuable to the Investor pursuant to this Agreement, the Note or the Warrant, without giving effect to the Maximum Percentage.
“IP Rights” has the meaning set forth in Section 3.10.
“Law” means any law, rule, regulation, order, judgment or decree, including, without limitation, any U.S. federal and state securities Laws, and Cayman Islands Companies Law.
“Legend Removal Date” shall have the meaning set forth in Section 5.1(d).
“Lien” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Losses” has the meaning set forth in Section 5.11(a).
“Market Capitalization” has the meaning set forth in the Note.
“Material Adverse Effect” means any material adverse effect on (i) the businesses, properties, assets, operations, results of operations or financial condition of the Company, or the Company and the Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Security Agreement, the Note or the Warrant; provided, however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law or accounting standards or the interpretations or the enforcement thereof; or (d) any adverse effect resulting from or arising out of (i) any natural disaster, (ii) any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; or (iii) any failure by the Company or any of its Subsidiaries to meet any internal or public projections, budgets, forecasts, plans, guidance or other forward-looking statements, that are, in each case, financial in nature; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (a) through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries operate.
“Maximum Percentage” means, with respect to the beneficial ownership of the Investor Group (as calculated pursuant to Section 13(d) of the 1934 Act and Rule 13d-3 promulgated by the SEC under the 1934 Act) of any class of Equity Interests in the Company that is registered under the 1934 Act, 9.99%.
“Money Laundering Laws” has the meaning set forth in Section 3.25.
“Note” has the meaning set forth in Section 2.1(a).
“OFAC” has the meaning set forth in Section 3.23.
“Organizational Documents” has the meaning set forth in Section 3.3.
“Permitted Acquisition Indebtedness” means Indebtedness incurred by the Company or any of its Subsidiaries for the purposes of (i) obtaining banking or financial institution licenses or regulatory approvals, (ii) acquiring a bank or savings association, organized under the laws of the United States or any State thereof and (iii) pledging, reserving, depositing, segregating or otherwise committing cash or other assets, or incurring liabilities or expenses, in each case in connection with the purchase, issuance, support, application, operations, systems, platforms or other operational arrangements of stablecoin digital assets; provided that all Permitted Acquisition Indebtedness be on commercially reasonable terms as determined at the time of incurrence.
“Permitted Indebtedness” means (a) the Company’s or any Subsidiary’s obligations under this Agreement, the Note, the Warrant, the Security Documents and the other Transaction Documents; (b) Indebtedness of the Company and its Subsidiaries existing on the Closing Date, which is shown on the Disclosure Letter; (c) Permitted Acquisition Indebtedness, (d) Permitted Senior Indebtedness and (e) Permitted Operating Indebtedness.
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with IFRS, (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment, (v) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under the Note, (viii) Liens with respect to the Permitted Senior Indebtedness Collateral, (ix) Liens incurred in connection with Permitted Indebtedness; provided that such Liens comply with the Priority Rules and (x) Liens created by any security interest established in connection with this Agreement, the Note and the Security Documents.
“Permitted Operating Indebtedness” means (a) Indebtedness incurred by the Company or any of its Subsidiaries for organic growth or for working capital purposes of the Company or any of its Subsidiaries, (b) trade payables incurred in the ordinary course of business consistent with past practice, (c) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens, (d) Indebtedness incurred from shareholders, directors, officers or other related parties (as such term is used in Item 7.B of Form 20-F) of the Company, provided that such indebtedness is incurred for the purposes described in clauses (a), (b) or (c) above; with respect to clauses (a), (b), (c) and (d) above, collectively, in an aggregate amount not to exceed $25,000,000 outstanding at any time (exclusive of any other Permitted Indebtedness), unless waived by the Investor in writing, and (e) intercompany Indebtedness among the Company and its Subsidiaries and capital contributions, dividends or other equity distributions among the Company and its Subsidiaries, in each case in the ordinary course of business.
“Permitted Senior Indebtedness” means Indebtedness, including the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by Company and/or its Subsidiaries, arising under or in connection with any senior secured credit facility entered into by the Company and/or one or more of its Subsidiaries with one or more commercial banks, credit unions or other similar financial institutions, and any extension, renewal, reinstatement or refinancing of such Indebtedness; provided, however, that such Permitted Senior Indebtedness shall not be Indebtedness of the Company that is, directly or indirectly, convertible or exercisable into, or exchangeable for, Class A Common Shares, Class B Common Shares, Class A Preferred Shares or any other Equity Interests of the Company or any of its Subsidiaries.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Pledge Agreement” has the meaning set forth in the recitals.
“Pledgor” has the meaning set forth in the Pledge Agreement.
“Press Release” has the meaning set forth in Section 5.10.
“Priority Rules” has the meaning set forth in Section 5.8.
“Principal Amount” has the meaning set forth in Section 2.1.
“Proceedings” has the meaning set forth in Section 3.6.
“Prohibited Transaction” means a transaction with a third party or third parties in which the Company issues or sells (or arranges or agrees to issue or sell):
(a) any debt, equity or equity-linked securities (including options or warrants) that are convertible into, exchangeable or exercisable for, or include the right to receive Capital Shares of the Company:
(i) at a conversion, repayment, exercise or exchange rate or other price that is based on, and/or varies with, a discount to the future trading prices of, or quotations for, Class A Common Shares; or
(ii) at a conversion, repayment, exercise or exchange rate or other price that is subject to being reset at some future date after the initial issuance of such debt, equity or equity-linked security or upon the occurrence of specified or contingent events (other than warrants that may be repriced by the Company); or
(b) any securities in a capital or debt raising transaction or series of related transactions which grant to an investor the right to receive additional securities based upon future transactions of the Company on terms more favorable than those granted to such investor in such first transaction or series of related transactions;
and are deemed to include transactions generally referred to as merchant cash advancement arrangements (or similar transaction involving the sale, assignment, or encumbrance of the Company’s receivables, future revenues, or cash flows), convertible securities and loans having a similar effect; provided that (i) the issuance by the Company of Class A Common Shares for cash at a fixed price when the Market Capitalization of the Company is greater than $250,000,000, (ii) the sales by the Company of Class A Common Shares pursuant to an ATM Agreement, or (iii) the sales by the Company of up to $10,000,000 of Class A Common Shares pursuant to an Alternative Equity Facility, in each case, shall not be considered Prohibited Transactions.
“Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Investor Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and any “free writing prospectus” as defined in Rule 405 under the 1933 Act.
“register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document.
“Registration Statement” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Investor Shares pursuant to the provisions of this Agreement, including the Prospectus and amendments and supplements to such Registration Statement, and including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.
“Reverse Split” has the meaning set forth in Section 5.20.
“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“SEC” means the United States Securities and Exchange Commission.
“SEC Documents” has the meaning set forth in Section 3.5.
“Securities” means the Note, the Warrant and the Investor Shares.
“Securities Termination Event” means either of the following has occurred and in each case resulting from extraordinary market-wide disruptions beyond the control of the Company:
(a) trading in securities generally in the United States has been suspended or limited for a consecutive period of greater than three (3) Business Days; or
(b) a banking moratorium has been declared by the United States or the New York State authorities and is continuing for a consecutive period of greater than three (3) Business Days.
“Security Agreement” has the meaning set forth in the recitals.
“Security Documents” means the Security Agreement, the Guaranty, the Pledge Agreement and any other document or agreement, which the Investor reasonably deems necessary to grant and/or perfect Liens in favor of the Investor on the Collateral.
“Shareholder Approval” shall mean the approval of the holders of the applicable required majority of the Class A Common Shares and Class B Common Shares: (a) if and to the extent legally required, to amend the Company’s Articles of Association to increase the number of authorized Class A Common Shares by at least the number of Class A Common Shares sufficient to enable the Company to issue all of the Investor Shares issued and potentially issuable to the Investor under the Transaction Documents, or (b) to ratify and approve all of the transactions contemplated by the Transaction Documents, including the issuance of all of the Investor Shares (as such term is defined in each of such documents) issued and potentially issuable to the Investor thereunder, all as may be required by the applicable rules and regulations of the Trading Market (or any successor entity).
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.
“Trading Day” means a day on which the Class A Common Shares are traded on a Trading Market.
“Trading Market” means whichever of the New York Stock Exchange, NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market on which the Class A Common Shares are listed or quoted for trading on the date in question.
“Transaction Documents” means this Agreement, the Security Documents, the Note, the Warrant, the Supplemental Loan Documents (as such term is defined in the Security Agreement) and any other documents or agreements executed or delivered in connection with the transactions contemplated hereunder.
“VWAP” means, as of any date, the price determined by the first of the following clauses that applies: (a) if the Class A Common Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of one Class A Common Share trading in the ordinary course of business at the applicable Trading Price for such date (or the nearest preceding date) on such Trading Market as reported by Bloomberg Financial L.P.; (b) if
the Class A Common Shares are not then listed on a Trading Market and if the Class A Common Shares are traded in the over-the-counter market, as reported by the OTCQX or OTCQB Markets, the volume weighted average price of one Class A Common Share for such date (or the nearest preceding date) on the OTCQX or OTCQB Markets, as reported by Bloomberg Financial L.P.; (c) if the Class A Common Shares are not then listed or quoted on a Trading Market or on the OTCQX or OTCQB Markets and if prices for the Class A Common Shares are then reported in the “Pink Sheets” published by the OTC Markets Group (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price of one Class A Common Share so reported, as reported by Bloomberg Financial L.P.; or (d) in all other cases, the fair market value of one Class A Common Share as determined by an independent appraiser selected in good faith by the Investor and reasonably acceptable to the Company.
“Warrant” has the meaning set forth in Section 2.1(a).
“Warrant Shares” means the Class A Common Shares issuable upon exercise of the Warrant, without giving effect to the Maximum Percentage.
[NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON [EXERCISE][CONVERSION] OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON [EXERCISE][CONVERSION] OF THESE SECURITIES]
If to the Company:
OBOOK Holdings Inc.
9F., No. 28, Wencheng Rd., Beitou Dist.,
Taipei City 112, Taiwan
Republic of China
Telephone: +886-2-6610-0180
Email: winnie_lin@owlting.com
Attention: Winnie Lin
With a copy (which shall not constitute notice) to:
Sullivan & Cromwell (Hong Kong) LLP
20/F, Alexandra House
18 Chater Road
Central, Hong Kong
Telephone: +852 2826-8606
Email: linc@sullcrom.com
Attention: Mr. Ching-Yang Lin
If to the Investor:
Lind Global Asset Management XV LLC
c/o The Lind Partners LLC
444 Madison Avenue, Floor 41
New York, NY 10022
Telephone: (646) 395-3931
Email: jeaston@thelindpartners.com and
notice@thelindpartners.com
Attention: Jeff Easton
With a copy (which shall not constitute notice) to:
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 521-5400
Email: amarsico@reedsmith.com
Attention: Anthony J. Marsico, Esq.
or such other address as may be designated in writing hereafter, in the same manner, by such Person.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Securities Purchase Agreement as of the date first set forth above.
COMPANY: INVESTOR:
OBOOK HOLDINGS INC. LIND GLOBAL ASSET MANAGEMENT XV LLC
By: /s/ Chun-Kai Wang By: /s/ Jeff Easton
Name: Chun-Kai Wang Name: Jeff Easton
Title: CEO Title: Authorized Person
EXHIBIT A
[Reserved]
EXHIBIT B
[Reserved]
EXHIBIT C
FORM OF NOTE
[See attached]
EXHIBIT D
FORM OF WARRANT
EXHIBIT E
FLOW OF FUNDS REQUEST
OBOOK Holdings Inc. – Securities Purchase Agreement – Flow of Funds Request
In connection with the Securities Purchase Agreement, dated April 2, 2026 (the “Agreement”) between OBOOK Holdings Inc. (the “Company”) and Lind Global Asset Management XV LLC (the “Investor”), the Company irrevocably authorizes the Investor to distribute such funds as set out below, in the manner set out below, at the Closing.
Capitalized terms used but not otherwise defined in this letter will have the meaning given to such terms in the Agreement.
Item |
Amount |
Closing |
$10,000,000 |
Commitment Fee |
$300,000 |
Fees and disbursements of Reed Smith LLP |
$[•] |
Total |
$[•] |
Please transfer the net amount of US$[•] due at the Closing, to the following bank account:
Swift Number: UWCBTWTP
Account Number: 033087718137
Account Name: OBOOK HOLDINGS INC.
Bank: Cathay United Bank
Yours sincerely,
OBOOK HOLDINGS INC.
By: /s/ Chun-Kai Wang
Name: Chun-Kai Wang
Title: CEO
Exhibit 99.3
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
OBOOK HOLDINGS INC.
Form of Senior Secured
Convertible Promissory
Note due October ___, 2027
Note No. 1 $11,500,000
Dated: April ___, 2026 (the “Issuance Date”)
For value received, OBOOK HOLDINGS INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Maker” or the “Company”), hereby promises to pay to the order of Lind Global Asset Management XV LLC , a Delaware limited liability company (together with its successors and representatives, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of ELEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($11,500,000) (the “Principal Amount”).
All payments under or pursuant to this Senior Secured Convertible Promissory Note (this “Note”) shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder set forth in the Purchase Agreement (as hereinafter defined) or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder’s account, instructions for which are attached hereto as Exhibit A. The Outstanding Principal Amount of this Note shall be due and payable on October ___, 2027 (the “Maturity Date”) or at such earlier time as provided herein; provided, that the Holder, in its sole discretion, may extend the Maturity Date to any date after the original Maturity Date. In the event that the Maturity Date shall fall on Saturday or Sunday, such Maturity Date shall be the next succeeding Business Day. All calculations made pursuant to this Note shall be rounded down to three decimal places.
(A – B) x C
Where:
A = Number of shares of Common Shares that would be issued to the Holder in connection with such conversion determined by dividing the Conversion Amount by the Conversion Price;
B = Number of Conversion Shares issued to the Holder in connection with such Conversion Date; and
C = the VWAP on the Conversion Date.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.
OBOOK HOLDINGS INC.
By:
Name: Chun-Kai Wang
Title: CEO
EXHIBIT A
WIRE INSTRUCTIONS
EXHIBIT B
FORM OF CONVERSION NOTICE
(To be Executed by the Registered Holder in order to Convert the Note)
The undersigned hereby irrevocably elects to convert $ ________________ of the principal amount of the above Note No. ___ into Class A Common Shares of OBOOK Holdings Inc. (the “Maker”) according to the conditions hereof, as of the date written below.
Date of Conversion:
Section of the Note under which the Conversion is Made:
___ Section 1.3
___ Section 1.4
___ Section 3.1
Conversion Price:
Repayment Price [____] Conversion Price [___]
Number of Class A Common Shares beneficially owned or deemed beneficially owned by the Holder on the Conversion Date:
[HOLDER]
By:
Name:
Title:
Address:
Exhibit 99.4
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THE NUMBER OF CLASS A COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE MORE OR LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.
This Warrant is issued pursuant to that certain Securities Purchase Agreement dated April 2, 2026 by and between the Company and the Holder (as defined below) (the “Purchase Agreement”). Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.
No. 1
OBOOK HOLDINGS INC.
CLASS A COMMON SHARE PURCHASE WARRANT
OBOOK Holdings Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (together with any corporation which shall succeed to or assume the obligations of OBOOK Holdings Inc. hereunder, the “Company”), hereby certifies that, for value received, Lind Global Asset Management XV LLC, a Delaware limited liability company (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time during the Exercise Period (as defined in Section 9) up to _______ fully paid and non-assessable Class A Common Shares (as defined in Section 9), at a purchase price per share equal to the Exercise Price (as defined in Section 9). The number of Class A Common Shares for which this Class A Common Share Purchase Warrant (this “Warrant”) is exercisable and the Exercise Price are subject to adjustment as provided herein.
1. DEFINITIONS. Certain terms are used in this Warrant as specifically defined in Section 9. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.
2. EXERCISE OF WARRANT.
2.1. Exercise. This Warrant may be exercised prior to its expiration hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the cashless exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of Class A Common Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.
2.2. Payment of Exercise Price by Wire Transfer. If the Holder elects to purchase a specified number of shares by paying the Aggregate Exercise Price, the Holder shall pay such amount by wire transfer of immediately available funds to the account designated by the Company in its acknowledgement of receipt of such Exercise Notice pursuant to Section 2.1.
2.3. Cashless Exercise. If a registration statement covering the Class A Common Shares that are the subject of the Notice of Exercise (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares to the public or upon exercise of this Warrant in connection with a Fundamental Transaction, the Holder may elect to exercise this Warrant by receiving Class A Common Shares equal to the number of shares determined pursuant to the following formula:
X = Y (A - B)
A
where,
X = the number of Class A Common Shares to be issued to Holder;
Y = the number of Class A Common Shares as to which this Warrant is to be exercised (as indicated on the Exercise Notice);
A = VWAP for the Trading Day immediately preceding the date of exercise; and
B = the Exercise Price.
This Warrant will be exercised pursuant to this Section 2.3 automatically and without further action by any Person immediately prior to the time at which it expires in accordance with Section 2.5
2.4. Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant Shares pursuant to the terms hereof would be subject to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Company shall file as soon as practicable after the date on which the Company receives notice from the Holder of the applicability of the HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.
2.5. Termination. This Warrant shall terminate upon the earlier to occur of (i) exercise in full or (ii) the expiration of the Exercise Period.
3. REGISTRATION RIGHTS. The Holder of this Warrant has certain rights to require the Company to register its resale of the Warrant Shares under the 1933 Act and any blue sky or securities laws of any jurisdictions within the United States at the time and in the manner specified in the Purchase Agreement.
4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
4.1. Delivery of Exercise Shares. As soon as practicable after any exercise of this Warrant and in any event within three (3) Trading Day thereafter (such date, the “Exercise Share Delivery Date”), the Company shall, at its expense (including the payment by it of any applicable issue or stamp taxes), cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates evidencing the number of fully paid and non-assessable Class A Common Shares (which number shall be rounded down to the nearest whole share in the event any fractional share may otherwise be issuable upon such exercise and the Company shall pay a cash adjustment to the Holder in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price) to which the Holder shall be entitled on such exercise, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be required under the 1933 Act). In lieu of delivering physical certificates for the Class A Common Shares issuable upon any exercise of this Warrant, provided the Warrant Shares are not restricted securities and the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such Class A Common Shares issuable upon exercise of this Warrant to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock certificates shall apply) as instructed by the Holder (or its designee).
4.2. Compensation for Buy-In on Failure to Timely Deliver Exercise Shares. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder Exercise Shares pursuant to an exercise on or before the Exercise Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Class A Common Shares to deliver in satisfaction of a sale by the Holder of the Exercise Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (a) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Class A Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Exercise Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (b) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Exercise Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Class A Common Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Class A Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Class A Common Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (a) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Class A Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.
4.3. Charges, Taxes and Expenses. Issuance of Exercise Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Exercise Shares, all of which taxes and expenses shall be paid by the Company, and such Exercise Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event Exercise Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
5. CERTAIN ADJUSTMENT.
5.1. Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (a) pays a stock dividend or otherwise makes a distribution or distributions on Class A Common Shares or any other equity or equity equivalent securities payable in Class A Common Shares (which, for avoidance of doubt, shall not include any Class A Common Shares issued by the Company upon exercise of this Warrant), (b) subdivides (including by way of share split) outstanding Class A Common Shares into a larger number of shares, (c) combines (including by way of reverse stock split) outstanding Class A Common Shares into a smaller number of shares, or (d) issues by reclassification of Class A Common Shares any capital shares of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Class A Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Class A Common Shares outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 5.1 shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
5.2 Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Class A Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder shall be notified at least five (5) Business Days prior to the record date for determining shareholders entitled to participate in the Distribution and Holder shall, at its option, exercise its warrants on or prior to such record date be entitled to participate in such Distribution (provided, however, that, to the extent that the Holder’s warrant exercise would result in the Holder exceeding the beneficial ownership limitation provided for in Section 10, then the Holder shall not be entitled to exercise its warrants).
5.3 Fundamental Transaction. If, at any time while this Warrant is outstanding, (a) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (b) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (c) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Class A Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Class A Common Shares or 50% or more of the voting power of the common equity of the Company, (d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Class A Common Shares or any compulsory share exchange pursuant to which the Class A Common Shares is effectively converted into or exchanged for other securities, cash or property, or (e) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Class A Common Shares or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 10 on the exercise of this Warrant), the number of Class A Common Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Class A Common Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 10 on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Class A Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Class A Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid
to the holders of Class A Common Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Class A Common Shares are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Class A Common Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Class A Common Shares will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the last day of the Exercise Period (the “Termination Date”), (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 5.3 and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within five (5) Trading Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 5.3 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Class A Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Class A Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.
5.4 Adjustments to Exercise Price Upon Issuance of Class A Common Shares. In the event the Company shall at any time or from time to time after the Closing Date (but whether before or after the Issue Date) issue or sell any additional Class A Common Shares or Common Share Equivalents (“Additional Class A Common Shares”), other than Exempted Securities, (i) when the Market Capitalization is less than $250,000,000, or (ii) at an effective price per share (or issuable, convertible or exercisable at a price per share) that is less than the Exercise Price then in effect, or without consideration (a “Dilutive Issuance”), then automatically and without further action by any Person the Exercise Price upon each such issuance shall be reduced to a price equal to one hundred thirty percent (130%) of the consideration per share paid for such Additional Class A Common Shares (the “Adjusted Exercise Price”). For purposes of clarification, the amount of consideration received for such Additional Class A Common Shares shall not include the value of any additional securities or other rights received in connection with such issuance of Additional Class A Common Shares (i.e., warrants, rights of first refusal or other similar rights). The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Additional Class A Common Shares subject to this Section 5.4, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5.4, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Adjusted Exercise Price regardless of whether the Holder accurately refers to the Adjusted Exercise Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Class A Common Shares or Common Share Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.
5.5 Calculations. All calculations under this Section 5shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of Class A Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Class A Common Shares (excluding treasury shares, if any) issued and outstanding at the close of the Trading Day on or, if not applicable, most recently preceding, such given date.
5.6 Notice to Holder.
(a) Adjustment to Exercise Price or number of Warrant Shares. Whenever the Exercise Price or number of Warrant Shares is adjusted pursuant to any provision of this Section 5, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price or number of Warrant Shares, as applicable, after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(b) Notice to Allow Exercise by Holder. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Class A Common Shares; (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A Common Shares; (iii) the Company shall authorize the granting to all holders of the Class A Common Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (iv) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Class A Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Class A Common Shares is converted into other securities, cash or property; or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Class A Common Shares of record shall be entitled to exchange their shares of the Class A Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Subject to applicable law, the Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice. Notwithstanding the foregoing, the delivery of the notice described in this Section 5.6 is not intended to and shall not bestow upon the Holder any voting rights whatsoever with respect to outstanding unexercised Warrants.
6. NO IMPAIRMENT. The Company will not, by amendment of the Organizational Documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in taking all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any Class A Common Shares receivable on the exercise of this Warrant above the amount payable therefor on such exercise and (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of stock on the exercise of this Warrant from time to time outstanding.
7. NOTICES OF RECORD DATE. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right;
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into any other Person or any other Change of Control; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company;
then, and in each such event, the Company will mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Class A Common Shares shall be entitled to exchange their Class A Common Shares for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up. Such notice shall be mailed at least fifteen (15) days prior to the date specified in such notice on which any such action is to be taken.
8. RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT; REGULATORY COMPLIANCE; PROHIBITED TRANSACTIONS.
8.1. Reservation of Stock Issuable on Exercise of Warrant. The Company shall at all times while this Warrant shall be outstanding, reserve and keep available out of its authorized but unissued Class A Common Shares, such number of Class A Common Shares as shall from time to time be sufficient to effect the exercise of all or any portion of the Warrant Shares (disregarding for this purpose any and all limitations of any kind on such exercise). The Company shall, from time to time in accordance with the Cayman Islands Companies Law, increase the authorized number of Class A Common Shares or take other effective action if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company’s obligations under this Section 8.
8.2. Regulatory Compliance. If any Class A Common Shares to be reserved for the purpose of exercise of the Warrant Shares require registration or listing with or approval of any Governmental Authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon exercise, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, secure such registration, listing or approval, as the case may be.
8.3 Prohibited Transactions. The Company hereby covenants and agrees not to enter into any Prohibited Transactions while this Warrant is outstanding.
9. DEFINITIONS. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
“Aggregate Exercise Price” means, in connection with the exercise of this Warrant at any time, an amount equal to the product obtained by multiplying (i) the Exercise Price times (ii) the number of Class A Common Shares for which this Warrant is being exercised at such time.
“Change of Control” has the meaning set forth in the Purchase Agreement.
“Class A Common Shares” means (i) the Class A Common Shares of the Company with nominal or par value of $0.001 each, and (ii) any share capital into which such Class A Common Shares shall have been changed or any share capital resulting from a reclassification of such Class A Common Shares.
“Convertible Securities” means any debt, equity or other securities that are, directly or indirectly, convertible into or exchangeable for Class A Common Shares.
“Exercise Period” means the period commencing on the Issue Date and ending 11:59 P.M. (New York City time) on the date that is sixty (60) months from the Issue Date or earlier closing of a Fundamental Transaction
(other than a Fundamental Transaction of the type described in clause (d) of the definition thereof resulting in the conversion into or exchange for another security of the Company).
“Exercise Price” means $___ per share, as may be adjusted pursuant to the terms hereof.
“Exercise Shares” means the Class A Common Shares for which this Warrant is then being exercised.
“Fair Market Value” means, with respect to any security or other property, the fair market value of such security or other property as determined by the Board of Directors, acting in good faith.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Issue Date” means April 2, 2025.
“Note” means the senior secured convertible promissory note issued by the Company to the Holder pursuant to the Purchase Agreement.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Subsidiary” means, as of any time of determination and with respect to any Person, any United States corporation, partnership, limited liability company or limited liability partnership, all of the stock (or other equity interest) of every class of which, except directors’ qualifying shares (or any equivalent), shall, at such time, be owned by such Person either directly or through Subsidiaries and of which such Person or a Subsidiary shall have 100% control thereof, except directors’ qualifying shares. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.
“Trading Day” means a day on which the Class A Common Shares is traded on a Trading Market.
“Trading Market” means whichever of the New York Stock Exchange, NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market on which the Class A Common Shares are listed or quoted for trading on the date in question.
“Variable Rate Transaction” means a transaction in which the Company (A) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional Class A Common Shares either (x) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Class A Common Shares at any time after the initial issuance of such debt or equity securities or (y) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Class A Common Shares or (B) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price.
“VWAP” means, as of any date, the price determined by the first of the following clauses that applies: (a) if the Class A Common Shares is then listed or quoted on a Trading Market, the daily volume weighted average price of one Class A Common Share trading in the ordinary course of business on the applicable Trading Price for such date (or the nearest preceding date) on such Trading Market as reported by Bloomberg Financial L.P.; (b) if the Class A Common Shares is not then listed on a Trading Market and if the Class A Common Shares is traded in the over-the-counter market, as reported by the OTC Bulletin Board, the volume weighted average price of one Class A Common Share for such date (or the nearest preceding date) on the OTC Bulletin Board, as reported by Bloomberg Financial L.P.; (c) if the Class A Common Shares is not then listed or quoted on the OTC Bulletin Board and if prices for the Class A Common Shares are then reported in the “Pink Sheets” published by the Pink OTC Markets Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price of one Class A Common Share so reported, as reported by Bloomberg Financial L.P.; or (d) in all other cases, the fair market value of one Class A Common Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company (in each case rounded to four decimal places).
“Warrant Shares” means collectively the Class A Common Shares of the Company issuable upon exercise of the Warrant in accordance with its terms, as such number may be adjusted pursuant to the provisions thereof.
10. LIMITATION ON BENEFICIAL OWNERSHIP. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive Class A Common Shares or other securities (together with Class A Common Shares, “Equity Interests”) upon exercise of this Warrant to the extent (but only to the extent) that such exercise or receipt would cause the Investor Group to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the 1934 Act which exceeds the Maximum Percentage (as defined in the Purchase Agreement) of the Equity Interests of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the exercise of the Warrant prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the Investor Group becoming the beneficial owner of more than the Maximum Percentage of the Equity Interests of a class that is registered under the 1934 Act that is outstanding at such time. If any delivery of Equity Interests owed to the Holder following exercise of this Warrant is not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such Equity Interests as promptly as practicable after the Holder gives notice to the Company that such delivery would not result in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof. To the extent limitations contained in this Section 10 apply, the determination of whether this Warrant is exercisable and of which portion of this Warrant is exercisable shall be the sole responsibility and in the sole determination of the Holder, and the submission of an Exercise Notice shall be deemed to constitute the Holder’s determination that the issuance of the full number of Warrant Shares requested in the Exercise Notice is permitted hereunder, and neither the Company nor any Warrant agent shall have any obligation to verify or confirm the accuracy of such determination. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent public filing with the SEC reporting such information, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.
11. REGISTRATION AND TRANSFER OF WARRANT.
11.1. Registration of Warrant. The Company shall register and record transfers, exchanges, reissuances and cancellations of this Warrant, upon the records to be maintained by the Company for that purpose, in the name of the record holder hereof from time to time. The Company may deem and treat the registered holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Company shall be entitled to rely, and held harmless in acting or refraining from acting in reliance upon, any notices, instructions or documents it believes in good faith to be from an authorized representative of the Holder.
11.2 Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form of assignment (the “Assignment Notice”) attached hereto duly executed by the Holder or its agent or attorney. The Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of the transferred Warrant under the 1933 Act. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such Assignment Notice, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Exercise Shares without having a new Warrant issued.
11.3. New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 11.2, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Exercise Shares issuable pursuant thereto.
12. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Exercise Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
13. REMEDIES. The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.
14. DIVIDENDS AND DISTRIBUTIONS. With respect to the Exercise Shares, the Holder shall be entitled to receive, on the same basis as holders of Class A Common Shares, any dividends paid or distributions on Class A Common Shares as if this Warrant were exercised for Class A Common Shares (without regard to limitations on exercise) immediately prior to the record date for such dividend or distribution.
15. NOTICES. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Warrant shall be in writing and shall be deemed delivered (i) on the date of delivery when delivered by hand on a Business Day during normal business hours or, if delivered on a day that is not a Business Day or after normal business hours, then on the next Business Day, (ii) on the date of transmission when sent by facsimile transmission or email during normal business hours on a Business Day with telephone confirmation of receipt or, if transmitted on a day that is not a Business Day or after normal business hours, then on the next Business Day, or (iii) on the second Business Day after the date of dispatch when sent by a reputable courier service that maintains records of receipt. The addresses for notice shall be as set forth in the Purchase Agreement.
16. CONSENT TO AMENDMENTS. Any term of this Warrant may be amended, and the Company may take any action herein prohibited, or compliance therewith may be waived, only if the Company shall have obtained the written consent (and not without such written consent) to such amendment, action or waiver from the Holder. No course of dealing between the Company and the Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of the Holder.
17. MISCELLANEOUS. In case any provision of this Warrant shall be invalid, illegal or unenforceable, or partially invalid, illegal or unenforceable, the provision shall be enforced to the extent, if any, that it may legally be enforced and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If any provision of this Warrant is found to conflict with the Purchase Agreement, the provisions of this Warrant shall prevail. If any provision of this Warrant is found to conflict with the Note, the provisions of the Note shall prevail. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. Each of the Company and the Holder agrees it may be served with legal process in the State of New York at the address set forth in Section 11.5 of the Purchase Agreement. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer.
Dated as of April 2, 2026
OBOOK HOLDINGS INC.
By:
Name:
Title:
FORM OF SUBSCRIPTION
(To be signed only on exercise
of Class A Common Share Purchase Warrant)
TO: OBOOK Holdings Inc.
1. The undersigned Holder of the attached Warrant hereby elects to exercise its purchase right under such Warrant to purchase Class A Common Shares of OBOOK Holdings Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), as follows (check one or more, as applicable):
to exercise the Warrant to purchase __________ Class A Common Shares and to pay the Aggregate Exercise Price therefor by wire transfer of United States funds to the account of the Company, which transfer has been made prior to or as of the date of delivery of this Form of Subscription pursuant to the instructions of the Company;
and/or
to exercise the Warrant with respect to ____________ Class A Common Shares pursuant to the cashless exercise provisions specified in Section 2.3 of the Warrant.
2. In exercising this Warrant, the undersigned Holder hereby confirms and acknowledges that the Class A Common Shares are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned shall not offer, sell or otherwise dispose of any such Class A Common Shares except under circumstances that will not result in a violation of the 1933 Act or any state securities laws. The undersigned hereby further confirms and acknowledges that it is an “accredited investor”, as that term is defined under the 1933 Act.
3. Please issue a stock certificate or certificates representing the appropriate number of Class A Common Shares in the name of the undersigned or in such other name(s) as is specified below:
Name:
Address:
TIN:
(Signature must conform exactly to name of Holder as specified on the face of the Warrant) |
Dated: |
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto ________________ the right represented by the within Warrant to purchase Class A Common Shares of OBOOK Holdings Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands, to which the within Warrant relates, and appoints _________________ attorney to transfer such right on the books of OBOOK Holdings Inc., with full power of substitution in the premises.
[insert name of Holder]
Dated: By:
Title:
[insert address of Holder]
Signed in the presence of: