UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

For the fiscal year ended December 31, 2025

OR

OR

Date of event requiring this shell company report _____________

For the transition period from __________ to __________

Commission file number 001-42858

OBOOK Holdings Inc.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

9F., No. 28, Wencheng Rd., Beitou Dist., Taipei City 112,

Taiwan, Republic of China

(Address of principal executive offices)

Winnie Lin

9F., No. 28, Wencheng Rd., Beitou Dist., Taipei City 112,

Taiwan, Republic of China

Tel: +886-2-6610-0180

Fax: +886-2-6610-0184

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __ No ☑

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes __ No ☑

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No __

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No _

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. __

†The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. __

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. __

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). __

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP __

International Financial Reporting Standards as issued by the International Accounting Standards Board ☑
Other __

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 __ Item 18 __

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes __ No ☑

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes __ No __

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Annual Report includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words "believe", "estimate", "expect", "forecast", "may", "will", "should", "seek", "plan", "scheduled", "anticipate" or "intend" or similar expressions.

These forward-looking statements are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are beyond our control. The risk factors and cautionary language discussed in this Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements. Important factors that could cause those differences include, but are not limited to:

Such forward-looking statements with respect to our revenues, earnings, performance, strategies, prospects and other aspects of the businesses are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, anticipated events and trends, the economy and other future conditions that are subject to risks and uncertainties. These forward-looking statements are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are beyond our control. You should read thoroughly this Annual Report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. Should one or more of these risks or factors materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. There may be additional risks considered to be immaterial or which are unknown. It is not possible to predict or identify all such risks.

In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date.

All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of additional significant risk factors, may appear in our public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see "Item 10. Additional Information — H. Documents on Display."

Certain Terms and Conventions

Unless otherwise indicated or the context otherwise requires, references in this Annual Report to:

"AML" are to anti-money laundering;

"ACH" are to automated clearing houses;

"B&B" are to bed and breakfast providers;

"B2B" are to transactions or business conducted between businesses;

"B2C" are to transactions or business conducted between businesses and consumers;

"Board" or "Board of Directors" are to the board of directors of the Company;

"C2C" are to transactions or business conducted between individuals;

"CAGR" are to compound annual growth rate;

"CEO" are to the chief executive officer of the Company;

"CFTC" are to the Commodity Futures Trading Commission;

"Class A Common Shares" are to the Class A common shares with nominal or par value of US$0.001 per share of OBOOK Holdings Inc.;

"Class B Common Shares" are to the Class B common shares with nominal or par value of US$0.001 per share of OBOOK Holdings Inc.;

"Common Shares" are to the Class A Common Shares and the Class B Common Shares;

"CTF" are to counter-terrorist financing;

"E-commerce" or "E-commerce platform" are to our business segment of e-commerce platform and services;

"EMEA" are to Europe, Middle East and Africa;

"EU" are to the European Union;

"EURC" are to a digital stablecoin managed by Circle and designed to track Euros in value;

"Exchange Act" are to the Securities Exchange Act of 1934, as amended;

"GYEN" are to a digital stablecoin managed by GMO Trust and designed to track Japanese yen in value;

"Hospitality" or "Hospitality services" are to our business segment of hospitality products and services;

"IASB" are to the International Accounting Standards Board;

"IFRS" are to International Financial Reporting Standards as issued by IASB;

"MSBs" are to money services businesses;

"MTLs" are to money transmitter licenses;

"NTD" and "NT$" are to New Taiwan dollars, the legal currency of the Republic of China;

"OTAs" are to online travel agencies;

"OwlPay" are to our platform for payment-related products and services, including OwlPay Payment, OwlPay Wallet Pro, OwlPay Cash and OwlPay Harbor. OwlPay Payment includes PayNow services. Unless otherwise indicated by the context, references to "OwlPay" include PayNow;

"OwlPay Holdings" are to OWLPAY HOLDINGS PTE. LTD, a company incorporated under the laws of Singapore and a wholly-owned subsidiary of the Company;

"Payment" or "Payment services" are to our business segment of payment products and services;

"PayNow" are to PayNow Inc.;

"PMSs" are to property management systems;

"PSPs" are to payment service providers;

"RSAs" are to restricted share awards granted under our Share Incentive Plan;

"RSUs" are to restricted share units granted under our Share Incentive Plan;

"SaaS" are to software-as-a-service;

"SEC" are to the U.S. Securities and Exchange Commission;

"Securities Act" are to the Securities Act of 1933, as amended;

"Shares" are to a share in the capital of the Company, including the Common Shares;

"Share Incentive Plan" are to our share incentive plan as adopted on July 15, 2021;

"SMEs" are to small- and medium-sized enterprises;

"stablecoins" are a type of digital asset designed to maintain a relatively stable value by tracking the price of a reserve asset, typically a fiat currency like the U.S. dollar or a commodity like gold;

"USDC" are to USD Coin, a digital stablecoin managed by Circle and designed to track U.S. dollars in value;

"wallet" are to a set of network addresses on certain blockchain networks, each of which network address is generated through a unique "public key" and "private key" pair; "hosted wallet" are to a wallet for which the complete private key is held by a third-party wallet service provider such as us and the private key cannot be exported by the user; "unhosted wallet" are to a wallet for which at least some portion of the private key is held directly by the user and the portion of private key held by a third-party wallet service provider such as us can be exported by the user at any time;

"we," "us," "our company," "our," "the Company," "OwlTing" and "OwlTing Group" are to OBOOK Holdings Inc., and, except where the context otherwise requires, its subsidiaries;

"US$," "U.S. dollars" and "$" are to the legal currency of the United States;

"ZUSD" are to a digital stablecoin managed by GMO Trust and designed to track U.S. dollars in value.

We own service marks and trade names for use in connection with the operations of our business, including, but not limited to, OwlTing Market, OwlNest, OwlJourney, OwlStay, OwlTing Experiences, OwlPay, OwlPay Payment, OwlPay Wallet Pro, OwlPay Cash and OwlPay Harbor. Solely for convenience, the trademarks, service marks and trade names referred to in this Annual Report may be listed with or without the ™ symbol, but we will assert, to the fullest extent under applicable law, our applicable rights in these trademarks, service marks and trade names.

PART I

Item 1. Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Not applicable.

Not applicable.

You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our securities could decline due to any of these risks, and you may lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Annual Report.

Risks Related to Our Business, Industry, and Operations

Our growth may not be sustainable and depends on our ability to retain existing customers, attract new customers, and increase transaction volumes.

While we have recorded revenue growth in recent periods, there is no assurance that our rate of growth will continue at the same pace or at all. Our revenue growth has been primarily driven by our Payment services segment, and in particular by our traditional payment gateway business operated through PayNow, which was acquired in May 2023. As the contribution from our existing payment gateway business stabilizes, our ability to sustain revenue growth will depend increasingly on the successful commercialization and market acceptance of newer product lines, including OwlPay Cash, OwlPay Harbor, and OwlPay Wallet Pro. Although these newer product lines generated a minimal amount of revenue in 2025, such revenue was not material, and there can be no assurance that any of these product lines will achieve meaningful market acceptance, generate material revenue in 2026 or thereafter, or contribute positively to our overall financial performance within any particular timeframe. The limited revenue generated to date from these newer product lines may not be indicative of future performance, and we may be unable to scale these businesses at the pace or to the extent we currently anticipate.

Our customers, including business customers, have no obligation to continue using our services. Our standard contracts with business customers generally allow termination at any time or following a limited notice period, and individual customers may freely switch to competing payment service providers at any time without incurring significant switching costs. Our customers' continued use of our services may be affected by a number of factors, including their level of satisfaction with our products and services, the pricing and quality of competing offerings, general economic conditions, and changes in their own business operations or strategies. Furthermore, larger business customers may maintain relationships with multiple payment service providers simultaneously and may shift transaction volumes away from us to competitors at any time without necessarily terminating their contracts with us.

Any failure on our part to retain existing customers, attract new customers, successfully commercialize our newer product lines, or increase revenue from both new and existing customers could materially and adversely affect our business, financial condition, and results of operations.

We have incurred operating losses since inception, and our ability to achieve profitability is uncertain.

We recorded net losses of US$6.8 million, US$10.3 million, and US$31.9 million for the years ended December 31, 2023, 2024, and 2025, respectively. The significant increase in our net loss in 2025 was primarily attributable to share-based compensation expenses recognized in connection with the restricted share units and restricted shares granted under our Share Incentive Plan. As of December 31, 2025, our accumulated deficit was US$92.5 million and our total current liabilities exceeded our total current assets by approximately US$6.1 million. We have historically financed our operations primarily through equity financings, bank borrowings, loans from related parties, and simple agreements for future equity (SAFE agreements).

We expect to continue investing in our business, including in developing new payment products and services, expanding into additional jurisdictions, obtaining and maintaining regulatory licenses, and recruiting personnel. These investments will increase our operating expenses and may not result in corresponding increases in revenue in the near term or at all. As a public company listed on the Nasdaq Global Market since October 2025, we have incurred, and expect to continue to incur, increased costs associated with public company compliance, including legal, accounting, audit, investor relations, and directors' and officers' liability insurance expenses, which we did not incur as a private company.

Our ability to achieve profitability depends on numerous factors beyond our immediate control, including the pace of adoption of our newer payment products such as OwlPay Cash, OwlPay Harbor, and OwlPay Wallet Pro, the growth of stablecoin-based payment solutions in the markets in which we operate, our ability to manage and control operating expenses as we scale, and general macroeconomic and regulatory conditions. There can be no assurance that we will achieve or maintain profitability in the future. If we continue to incur losses, we may need to raise additional capital through equity financings, convertible bonds, or other instruments, which may not be available on acceptable terms and which may result in dilution to our existing shareholders or impose additional restrictions on our operations.

We may require additional capital to support our operations and growth, and such financing may not be available on acceptable terms.

We have funded our operations through a variety of instruments, including equity financings, bank borrowings, loans from related parties, SAFE agreements, and convertible notes. As we continue to invest in product development, international expansion, and regulatory licensing, we may need to raise additional capital in the future through one or more of these instruments or through other means, including additional equity offerings, senior or subordinated debt securities, or credit facilities.

Our outstanding convertible notes, as well as any future convertible debt instruments we may issue, present specific risks to our shareholders and liquidity position. Upon conversion, holders will receive Class A Common Shares, resulting in dilution to existing shareholders. If the trading price of our Class A Common Shares is below the applicable conversion price at maturity, holders may elect to require repayment in cash rather than convert, which could place significant demands on our liquidity. The terms of our existing and any future debt instruments may also impose restrictive covenants that limit our operational flexibility.

If we are unable to obtain additional financing when needed, we may be required to delay or reduce planned investments, curtail our international expansion, or otherwise scale back our operations, any of which could materially and adversely affect our business, financial condition, and results of operations.

Our success depends on our ability to develop products and services that keep pace with rapid technological change.

The payment, hospitality, e-commerce, and blockchain technology industries are characterized by rapid technological change, evolving industry standards, and the frequent introduction of new products and services by existing and emerging competitors. Our current payment product suite — including OwlPay Payment, OwlPay Cash, OwlPay Wallet Pro, and OwlPay Harbor — must continuously evolve to remain competitive and to meet the changing needs of our customers.

Developing and incorporating new technologies into our products and services requires substantial expenditure and time, and we may not be successful in realizing a return on these development efforts in a timely manner or at all. New products or services that we develop may not achieve market acceptance, and enhancements to our existing products may fail to generate the expected benefits. Furthermore, our ability to develop new products and services may be constrained by industry-wide standards, requirements imposed by financial institutions and payment networks, applicable laws and regulations, resistance to change from our customers or their payment counterparties, or third-party intellectual property rights. If we fail to accurately anticipate technological developments or respond effectively to changes in our industry, our products and services could become outdated or less competitive, which could result in a loss of customers and revenue, and materially and adversely affect our business, financial condition, and results of operations.

Our international operations expose us to significant legal, regulatory, operational, and macroeconomic risks.

We currently operate in Taiwan, the United States, Japan, Singapore, Hong Kong, Malaysia, Thailand, and Poland, and we plan to expand into additional jurisdictions including the European Union and markets in South America. As we expand our international footprint, we are increasingly subject to obligations to comply with the laws, rules, regulations, and policies of multiple jurisdictions, many of which are complex, rapidly evolving, and sometimes conflicting with one another.

Operating across multiple jurisdictions requires us to manage a diverse and geographically dispersed workforce, adapt our products and services to local market preferences and regulatory requirements, and maintain effective internal controls and compliance programs across different legal environments. We may have limited experience operating in certain new markets, and the costs and challenges associated with international expansion may be greater than we anticipate. If we are unable to successfully manage the complexity of our international operations, or if we fail to comply with applicable laws and regulations in any of the jurisdictions where we operate, we could be subject to regulatory sanctions, fines, penalties, or reputational harm, any of which could materially and adversely affect our business, financial condition, and results of operations.

Geopolitical conflicts, trade policy uncertainties, and global economic instability could adversely affect our business.

We operate a global payment infrastructure that processes cross-border transactions across multiple jurisdictions. Geopolitical conflicts, including the ongoing conflict in the Middle East, as well as global trade policy uncertainties, including the imposition of tariffs and other trade barriers by the United States and other countries, have contributed to heightened global economic uncertainty, rising energy prices, renewed inflationary pressures, and increased volatility in financial markets. While our payment and software services are not directly subject to tariff measures, a reduction in global trade volumes or cross-border commercial activity resulting from such developments could adversely affect the volume and value of transactions processed through our OwlPay platform.

In addition, geopolitical instability has resulted in increased regulatory scrutiny of cross-border payment flows and digital asset transactions in certain jurisdictions, including enhanced sanctions compliance and anti-money laundering requirements. As our payment infrastructure supports settlement across multiple payment rails and jurisdictions, any increased friction in cross-border financial flows, restrictions on international transactions, or heightened compliance requirements resulting from geopolitical developments could increase our operational complexity and compliance costs.

A prolonged period of global economic slowdown resulting from geopolitical conflicts or trade tensions could also reduce consumer and business spending across our key markets, including Taiwan and Asia-Pacific, and adversely affect demand for our payment and hospitality services. We cannot predict the duration, scope, or outcome of current or future geopolitical events or changes in trade policy, and the potential impact on our business, financial condition, and results of operations could be material.

We face intense competition from established financial services providers, payment processors, and emerging fintech companies.

The global payments industry is highly competitive and rapidly evolving, characterized by continuous technological innovation, shifting customer preferences, and frequent introduction of new products and services. We compete with a broad range of participants, including incumbent payment service providers, international and regional banks, credit card networks, non-traditional payment processors, and emerging fintech and blockchain-based payment companies. Many of these competitors have significantly greater financial resources, larger customer bases, more established brand recognition, and longer operating histories than we do.

Certain competitors, particularly those operating in less regulated segments of the digital asset and blockchain payment space, may be subject to less burdensome licensing and regulatory requirements than we are, enabling them to offer lower prices, support a broader range of digital assets, or respond more rapidly to new market opportunities. Our focus on regulatory compliance, while important for the long-term sustainability of our business, may limit our ability to match the speed or pricing of less-regulated competitors in the near term.

If we are unable to differentiate our products and services, maintain competitive pricing, or otherwise compete successfully in the markets in which we operate, we may lose customers and market share, which could materially and adversely affect our business, financial condition, and results of operations.

A significant portion of our revenue is concentrated in Taiwan, and our geographic concentration creates risk.

For the year ended December 31, 2025, over 99% of our total revenue was derived from Taiwan-based operations, consistent with prior years. Although we have begun to generate a minimal amount of revenue from international markets in 2025, such revenue remains immaterial and there can be no assurance that our international operations will grow at a sufficient pace to meaningfully reduce our geographic concentration in Taiwan within any particular timeframe.

Our continued dependence on Taiwan-based operations exposes us to a number of risks. Adverse economic conditions, changes in consumer or business spending, natural disasters, or unfavorable regulatory developments in Taiwan could disproportionately and adversely affect our revenue and overall financial performance. In addition, our business could be materially disrupted by geopolitical developments affecting Taiwan, including tensions in cross-Strait relations between Taiwan and the People's Republic of China. See "— Cross-Strait relations between Taiwan and the People's Republic of China pose macroeconomic and geopolitical risks" for a more detailed discussion of these risks. Any of these factors could have a disproportionately large adverse effect on our business, financial condition, and results of operations compared to a company with a more geographically diversified revenue base.

While we are actively pursuing international expansion, including into the United States, Japan, the European Union, and markets in South America, there can be no assurance that such efforts will succeed, that revenue generated from new markets will be material, or that our overall revenue base will become less concentrated in Taiwan in the near to medium term.

Cross-Strait relations between Taiwan and the People's Republic of China pose macroeconomic and geopolitical risks.

Our business, substantially all of our assets, and the majority of our workforce are located in Taiwan. The People's Republic of China asserts sovereignty over Taiwan, does not recognize the legitimacy of the Taiwan government, and has not renounced the possibility of using force to gain control over Taiwan. Any escalation in cross-Strait tensions, including military actions, economic sanctions, or other adverse developments, could significantly disrupt our business operations, negatively affect investor sentiment toward Taiwan-based companies, and adversely affect our financial condition and results of operations.

Our operations depend on the continuing services of our founder and key personnel.

Our performance depends substantially on the continued service of our founder and Chief Executive Officer, Darren Wang, who holds 67.2% of the total voting power of the Company and oversees our strategic direction and key business relationships. Mr. Wang's experience in blockchain technology and fintech, as well as his relationships with our strategic investors, customers, and business collaborators, are integral to our business. The loss of Mr. Wang's services, or any prolonged absence, could significantly disrupt our operations and have a material adverse effect on our business.

We also depend on other key members of our management and technical teams. Competition for qualified personnel in the blockchain technology and fintech sectors is intense, and we may not be able to attract and retain the talent we need at compensation levels acceptable to us. The loss of any key personnel, or our inability to attract qualified replacements, could adversely affect our ability to execute our business strategy and meet our regulatory obligations, which could materially and adversely affect our business, financial condition, and results of operations.

Real or perceived inaccuracies in our key business metrics may harm our reputation and negatively affect our business, and these key business metrics are subject to assumptions and limitations and may not provide an accurate indication of our future or expected results.

The key business metrics we use to measure our business are calculated using internal company data based on the activity we measure on our platforms and may be compiled from multiple systems, including systems that are organically developed or acquired through business combinations. There are inherent challenges and limitations in measuring our business across various jurisdictions, and the methodologies used to calculate our metrics inherently require certain assumptions and judgments. We regularly review our processes for calculating these metrics, and from time to time we may make adjustments to improve their accuracy or relevance. Further, as our business develops, we may revise or cease reporting metrics if we determine that such metrics are no longer appropriate measures of our performance. If investors, customers or other stakeholders do not believe our reporting metrics accurately reflect our business, or they disagree with our methodologies, our reputation may be harmed and our business may be adversely impacted.

The key business metrics we use may not always reflect our actual performance, and investors should consider these metrics in light of the assumptions used in calculating such metrics and limitations as a result thereof. In addition, investors should not place undue reliance on these metrics as an indicator of our future or expected results. Moreover, these metrics may differ from similarly titled metrics presented by other companies and may not be comparable to such other metrics.

The demands of operating as a public company may divert management attention from our core business operations.

Our management has limited prior experience operating a publicly listed company. Since our listing on Nasdaq in October 2025, our management team has been required to devote significant time and attention to public company compliance obligations, including financial reporting, investor relations, and regulatory compliance under the U.S. Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and Nasdaq Listing Rules. These demands may divert management attention and resources away from our core business

operations, including the development and commercialization of our payment products, international expansion, and the management of our hospitality and e-commerce businesses. If our management is unable to effectively balance these competing demands, our operational performance and results of operations could be materially and adversely affected.

Risks Related to Our Financial Results

Our financial results may fluctuate significantly from period to period.

Our periodic financial results may be influenced by many factors, including fluctuations in payment transaction volumes, the success of new product launches, changes in our customer mix, foreign currency exchange rate movements, variations in operating expenses, and the timing of recognition of revenue and costs. Many of these factors are beyond our control, and their effects may be difficult to predict or offset. As a result, period-to-period comparisons of our operating results may not be meaningful, and our financial results in any given period should not be viewed as indicative of future performance. Our results of operations could fall below the expectations of public market analysts and investors, which could cause the trading price of our Class A Common Shares to decline significantly.

Fluctuations in foreign currency exchange rates, in particular the New Taiwan Dollar, could adversely affect our reported results.

A predominant portion of our revenues and costs are denominated in New Taiwan Dollars (NTD), while our consolidated financial statements are presented in U.S. dollars. As a result, fluctuations in the exchange rate between the NTD and the U.S. dollar directly affect our reported financial results. For the year ended December 31, 2025, we recognized a net foreign currency exchange gain of approximately US$829,067, compared to a net foreign currency exchange loss of approximately US$1.0 million for the year ended December 31, 2024, and a net gain of US$71,170 for the year ended December 31, 2023. The significant swing between 2024 and 2025 illustrates the degree of volatility to which our reported results are exposed.

As we expand our international operations, our revenues and costs may increasingly become denominated in other foreign currencies, including the Japanese Yen, Euro, and Singapore Dollar, which could further increase our exposure to foreign currency fluctuations. We do not currently maintain any hedging arrangements to manage our foreign currency exposure, and there can be no assurance that we will implement such arrangements in the future. Future fluctuations in exchange rates could have a material adverse effect on our reported revenues, expenses, and overall financial results, and may make period-to-period comparisons of our financial performance more difficult.

As a newly listed public company, we expect to incur significantly increased costs and our financial results may be adversely affected.

Since the listing of our Class A Common Shares on Nasdaq in October 2025, we have incurred, and expect to continue to incur, significantly increased costs associated with operating as a public company, including legal, accounting, audit, investor relations, and directors' and officers' liability insurance expenses that we did not incur as a private company. These additional costs will increase our operating expenses and may not be offset by a corresponding increase in revenue. Furthermore, if we fail to maintain effective internal controls, meet our reporting obligations in a timely manner, or comply with applicable securities laws and Nasdaq listing requirements, we could be subject to regulatory sanctions, reputational harm, or delisting from Nasdaq, any of which could materially and adversely affect our business and the trading price of our Class A Common Shares.

We may not maintain effective internal control over financial reporting.

As a public company, we are subject to the reporting and certification requirements of the Sarbanes-Oxley Act of 2002, including the requirement under Section 302 for our Chief Executive Officer and Chief Financial Officer to certify as to the effectiveness of our disclosure controls and procedures in each Annual Report. Beginning with our second Annual Report on Form 20-F, we will also be required to provide management's assessment of the effectiveness of our internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act. As an "emerging growth company" under the JOBS Act, we are exempt from the requirement to obtain an attestation report from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act for so long as we maintain such status. Upon ceasing to qualify as an emerging growth company, we will become subject to this additional requirement, which would further increase our compliance costs and management obligations.

We have limited accounting and financial reporting personnel and are continuing to invest in strengthening our internal control systems and processes. Our internal controls may not be sufficient to prevent or detect all material errors or fraud, particularly as our business grows in complexity and we expand into new products, services and jurisdictions. If we fail to maintain effective internal controls, or if our management identifies a material weakness in our internal control over financial reporting in connection with the assessment required under Section 404(a), we may be unable to produce accurate and timely financial statements. Any such failure

could result in restatements of our financial statements, loss of investor confidence, a decline in the trading price of our Class A Common Shares, and potential regulatory investigations or sanctions.

Risks Related to Digital Assets and Stablecoins

The regulatory environment for stablecoins and digital assets continues to evolve rapidly, and changes in laws or regulations could adversely affect our business.

Our payment products, including OwlPay Payment, OwlPay Cash, OwlPay Harbor, and OwlPay Wallet Pro, are designed to facilitate transactions in stablecoins, principally USDC. The regulatory treatment of stablecoins and digital assets is evolving rapidly in the United States and internationally, and the legal and compliance landscape applicable to our business may change significantly and unpredictably.

In the United States, the GENIUS Act was signed into law in July 2025, establishing a federal regulatory framework for "payment stablecoins," including specific reserve, licensing, and oversight requirements. Implementation of the GENIUS Act remains ongoing, and federal banking agencies and other regulators may issue additional rules, guidance, and supervisory expectations relating to payment stablecoin issuance, reserve management, anti-money laundering compliance, operational controls, and related matters. Separately, the U.S. Congress is considering the CLARITY Act, which would establish a broader framework for digital assets, including potential registration requirements with the CFTC. U.S. regulatory agencies may also continue to issue statements, interpretations, or guidance regarding the classification, treatment, offering, transfer, custody, or use of digital assets and stablecoins, which may affect our business model, counterparties, and compliance obligations. Although the SEC published a statement in April 2025 indicating that certain dollar-backed stablecoins would not be treated as securities, such statement is not legally binding and is subject to facts and circumstances analysis. There can be no assurance that the digital assets involved in our operations, including stablecoins and other digital assets we hold to facilitate gas fee payments, will not be deemed securities or commodities by applicable regulators or courts. Outside the United States, regulators in the European Union, Japan, Singapore, and other jurisdictions where we operate are also actively developing regulatory frameworks for stablecoins and digital assets.

These evolving regulatory requirements may increase our compliance costs, limit our product offerings, restrict our ability to serve certain customers or markets, or require us to modify or discontinue certain products or services. There can be no assurance that our compliance efforts will be adequate or timely, or that we will not be subject to regulatory investigations, sanctions, or penalties as a result of changes in the applicable regulatory environment.

We hold stablecoins and other digital assets in connection with our payment operations, and are exposed to risks of volatility, loss, and theft.

As of December 31, 2025, we held a de minimis amount of stablecoins and other digital assets for operational purposes, including to facilitate gas fee payments on supported blockchain networks. As our stablecoin payment business develops, we may hold larger amounts of stablecoins and other digital assets. Digital assets we hold are subject to a number of risks, including price volatility, technical failures in underlying blockchain networks, cybersecurity attacks, loss or destruction of private keys, and uncertainty regarding the adequacy of reserves backing third-party stablecoins such as USDC. Unlike traditional bank deposits, digital assets are generally not protected by any government-backed deposit insurance scheme, and any loss may be permanent and irreversible. Any loss, theft, or impairment of digital assets we hold could adversely affect our business, results of operations, and financial condition.

Risks Related to Technology, Data Privacy, and Intellectual Property

Cybersecurity incidents or system failures could harm our business, customers, and reputation.

Our payment platform processes and transmits sensitive financial and personal data on behalf of our customers. We have experienced, and may in the future experience, cybersecurity incidents including breaches of security measures or unauthorized access to customer data. To date, none of these incidents has materially affected our business, results of operations, or financial condition. The methods used to conduct cyberattacks are constantly evolving and increasingly sophisticated. Any significant cybersecurity incident could result in loss of customer funds or data, regulatory investigations, substantial costs of remediation, legal liability, and reputational harm. Our IT general controls are a fundamental component of our internal control framework, and any material failure in these controls could affect the reliability of our financial reporting. As we scale our operations and expand our digital asset-related services, maintaining the integrity and security of our systems will become increasingly complex, and we cannot assure you that our existing controls and security measures will be sufficient to prevent all such incidents.

Disruptions to our cloud infrastructure could impair our services.

Our products and services, including our OwlPay payment suite, hospitality platforms, and e-commerce platform, depend on the continuous and reliable operation of third-party cloud infrastructure, principally Amazon Web Services (AWS). Any interruption,

outage, or deterioration in service quality by AWS or other cloud infrastructure providers could materially impair our ability to operate our platforms and serve our customers across all of our business segments. We currently have limited ability to quickly transition to alternative cloud providers, and any such transition may be time-consuming, costly, and disruptive to our operations. Any such disruptions could expose us to customer claims, regulatory scrutiny, and reputational harm, any of which could materially and adversely affect our business, financial condition, and results of operations.

Our stablecoin-related services are subject to significant technological and operational risks.

Our stablecoin-related payment products, including OwlPay Payment, OwlPay Harbor and OwlPay Wallet Pro, depend on the continuous and reliable operation of multiple public blockchain networks, including Ethereum, Avalanche, Polygon, Optimism, Arbitrum, Stellar, and Solana. Any disruption, congestion, technical failure, or security vulnerability affecting these underlying blockchain networks could impair our ability to process transactions, result in delays or losses of customer funds, and adversely affect our reputation and business.

In addition, our wallet services require us to securely manage private keys on behalf of our customers. Although we employ a Multi-Party Computation (MPC) architecture to safeguard private keys, no security measure is infallible. Any unauthorized access to, or loss or destruction of, private keys could result in the permanent and irreversible loss of customer digital assets, exposing us to significant financial liability and reputational harm. Furthermore, changes or upgrades to underlying blockchain protocols, including hard forks or software updates, could introduce compatibility issues or security vulnerabilities that disrupt our services.

Any of the foregoing technological or operational failures could result in loss of customer assets, regulatory scrutiny, legal claims, and reputational damage, any of which could materially and adversely affect our business, financial condition, and results of operations.

Risks Related to Laws and Regulations

We may not be able to obtain or maintain necessary regulatory licenses in the jurisdictions where we operate.

Our payment business is subject to money transmission, virtual asset service provider, and other financial services regulations in multiple jurisdictions. As of December 31, 2025, we hold money transmitter licenses in 39 U.S. states, a VASP registration in Poland, and an EPISP registration in Japan. We are in the process of applying for additional licenses in the remaining U.S. states, the European Union, Japan, Singapore, and Hong Kong.

The process of obtaining and maintaining regulatory licenses is time-consuming, costly, and subject to regulatory discretion. Requirements for obtaining licenses may change, and regulators may impose additional conditions or restrictions on our existing licenses that limit our ability to conduct certain business activities. There can be no assurance that we will obtain any or all of the additional licenses we are seeking in a timely manner, that our existing licenses will be renewed upon expiration, or that our licenses will not be suspended or revoked as a result of changes in applicable regulations or our failure to comply with license conditions.

Failure to obtain or maintain required licenses in any jurisdiction could result in fines, penalties, suspension, or discontinuation of our operations in the affected jurisdiction, require us to modify or discontinue certain products or services, and expose us to reputational harm, any of which could materially and adversely affect our business, financial condition, and results of operations.

We are subject to complex and evolving anti-money laundering, counter-terrorist financing, and sanctions regulations.

As a licensed money services business and payment service provider operating across multiple jurisdictions, we are subject to extensive and complex AML, CTF, and sanctions compliance obligations, including the Bank Secrecy Act and regulations administered by the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) and Office of Foreign Assets Control (OFAC), as well as equivalent regulations in other jurisdictions where we operate. These obligations require us to maintain robust compliance programs, including customer due diligence and know-your-customer (KYC) procedures, transaction monitoring systems, and suspicious activity reporting mechanisms, all of which require substantial and ongoing investment in compliance systems and personnel.

Our payment products, including those involving stablecoin transactions, may be particularly susceptible to attempts by bad actors to exploit our services for money laundering, terrorist financing, or sanctions evasion purposes. While we collaborate with industry-leading AML service providers, including Sumsub and Chainalysis, to enhance our compliance capabilities, no compliance program can guarantee the detection and prevention of all illicit activity. As we expand our operations into new jurisdictions and launch new products, our compliance obligations will become increasingly complex and costly.

Failure to comply with applicable AML, CTF, or sanctions regulations could result in significant civil or criminal penalties, regulatory sanctions, suspension or revocation of our licenses, and reputational damage, any of which could materially and adversely affect our business, financial condition, and results of operations.

We are subject to complex data protection and privacy laws in multiple jurisdictions.

Our payment, hospitality, and e-commerce services involve the collection, processing, and transmission of sensitive personal and financial data, including names, addresses, government identification numbers, payment card information, and bank account details, across multiple jurisdictions. The data protection and privacy laws applicable to our business include the European Union's General Data Protection Regulation (GDPR), Taiwan's Personal Data Protection Act, Japan's Act on the Protection of Personal Information, and other similar regimes in the markets where we operate or plan to operate, each imposing significant obligations with respect to the collection, use, storage, transfer, and security of personal data.

Any failure, or perceived failure, to comply with applicable data protection and privacy laws, whether due to a data breach, inadequate data governance practices, or changes in regulatory requirements, could expose us to regulatory investigations, significant fines and penalties, civil litigation, and reputational harm, any of which could materially and adversely affect our business, financial condition, and results of operations.

We may from time to time become a party to litigation, regulatory scrutiny, government inquiries and other legal or administrative disputes and proceedings that may materially and adversely affect us.
 

The volume and significance of disputes and government inquiries could increase as our products, services and business expand in complexity, scale, scope and geographic reach. Any regulatory inquiry or legal proceedings would be costly, time-consuming, disruptive to our operations, and potentially generate negative publicity and reputational harm, regardless of the outcome. In case of an adverse verdict, we could be forced to pay substantial monetary judgments, prevented or limited from offering certain products or services; forced to change our business practices or customer agreement terms in ways that may increase costs or reduce revenues; delay or preclude planned transactions or product launches or improvements; or suspend or terminate parts of our operations. Determining legal reserves or possible losses from legal matters involves significant estimates and judgments and may not reflect the full range of uncertainties and unpredictable outcomes. We may be exposed to losses in excess of the amount recorded, and such amounts could be material. If our estimates and assumptions change or prove to have been incorrect, this could have a material adverse effect on our business, financial position, results of operations or cash flows.

Our Taiwan subsidiaries are subject to foreign exchange control imposed by Taiwan authorities, which may affect the paying dividends, repatriating the interest or making other payments to us.

Currently, Taiwan regulates only those foreign exchange transactions that involve currency conversion from NTD to foreign currency or from foreign currency to NTD (collectively, "Regulated Transactions"). Generally, Regulated Transactions involving NTD 500,000 or more shall be declared to the Central Bank of Taiwan. Furthermore, (i) for a single remittance of Regulated Transaction involving NTD equivalent to US$1 million or more, relevant documents shall be verified by banks before such transactions can be processed, and (ii) if the annual accumulated settlement amount of Regulated Transactions exceeds US$50 million, such foreign exchange settlement is subject to the approval of the Central Bank of Taiwan. The Taiwan government may impose further foreign exchange restrictions in certain emergency situations, where the Taiwan government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in Taiwan. If our payment-related products and services, or the dividend payments or other payments by our Taiwan subsidiaries to us, involve the currency conversion from NTD to a foreign currency, such conversion would be subject to the foregoing foreign exchange control.

Risks Related to Third Parties

We depend on strategic relationships with key third-party service providers, and the loss of any of these relationships could impair our ability to serve customers.

Our payment operations depend substantially on our relationships with Circle (issuer of USDC), Coinbase Prime, NIUM, MoneyGram, MoonPay, VISA, Cross River Bank, and the Stellar Development Foundation, among others. These relationships enable us to offer stablecoin on/off-ramp, cross-border payout, foreign exchange, banking, and digital asset custody services. In certain cases, we rely on a single service provider for specific functions, and there may be no readily available substitute if such a relationship were to be terminated or materially modified.

These third-party service providers may terminate or modify their relationships with us for a variety of reasons, including changes in their business strategies, regulatory requirements, or risk appetite with respect to the digital asset and blockchain payment sector. We also rely on third parties for access to new technologies and infrastructure that are critical to the development and enhancement of our products and services. Any failure by these third parties to provide timely access to new technologies, or any deterioration in the quality or availability of their services, could impair our ability to keep pace with technological change and maintain the competitiveness of our product offerings.

If any of our key third-party relationships were disrupted, we may be unable to find adequate substitutes in a timely manner, which could impair our ability to serve our customers, disrupt our operations, and materially and adversely affect our business, financial condition, and results of operations.

We rely on banking relationships that may be difficult to maintain due to regulatory or business considerations affecting financial institutions.

Our payment operations require us to maintain banking relationships for clearing, settlement, custody of customer funds, and facilitation of fiat currency on/off-ramp services. Regulatory uncertainty around digital assets and stablecoins has made, and may continue to make, some financial institutions reluctant to provide services to businesses operating in the blockchain payment sector. Financial institutions may unilaterally restrict, suspend, or terminate their relationships with us based on their own assessment of the risks associated with our business, regardless of our compliance efforts. The loss of one or more critical banking relationships could significantly disrupt our payment operations, impair our ability to process transactions and hold customer funds, and materially and adversely affect our business, financial condition, and results of operations.

Risks Related to Our Class A Common Shares

The trading market for our Class A Common Shares may lack sufficient liquidity, which could adversely affect our shareholders and our ability to raise capital.

Our Class A Common Shares have been listed on the Nasdaq Global Market since October 2025. There can be no assurance that an active, liquid, and orderly trading market for our Class A Common Shares will be sustained. Low trading volumes or lack of market depth could depress the market price of our Class A Common Shares, impair shareholders' ability to sell their shares at a time and price they deem appropriate, and limit our ability to raise additional capital through equity financings or use our shares as consideration for acquisitions. The trading price of our Class A Common Shares may also be subject to significant volatility due to factors beyond our control, including market conditions, investor sentiment, and macroeconomic developments, any of which could materially and adversely affect the value of your investment.

The trading price of our Class A Common Shares is likely to be volatile.

The market price of our Class A Common Shares may fluctuate significantly in response to many factors, many of which are beyond our control, including our financial results and operating performance relative to market expectations, announcements of new products, partnerships, or strategic transactions, regulatory developments affecting the payments or digital assets industries, changes in the competitive landscape, general conditions in the global payments or digital assets markets, broader stock market volatility, and macroeconomic developments.

In addition, the stock market in general, and the market for technology, fintech, and blockchain-related companies in particular, has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of individual companies. As a result, the trading price of our Class A Common Shares may fluctuate for reasons unrelated to our actual business performance. Shareholders may be unable to sell their shares at or above their purchase price, and any significant decline in our share price could also impair our ability to raise capital, retain key personnel through equity-based compensation, and pursue strategic acquisitions using our shares as consideration, any of which could materially and adversely affect our business and results of operations.

Our issuance of additional share capital in connection with financings, acquisitions, investments, equity incentive plans or otherwise will dilute all other shareholders.

We expect to issue additional share capital in the future that will result in dilution to all other shareholders. We expect to grant equity awards to directors and key employees under the Share Incentive Plan. The maximum aggregate number of the Class A Common Shares that may be issued under the Share Incentive Plan shall be 10,000,000 Class A Common Shares. See "Item 6. Directors, Senior Management and Employees — B. Compensation — Share Incentive Plan." Additionally, we may raise capital through equity financings in the future. As part of our business strategy, we may make or receive investments in companies, solutions

or technologies and issue equity securities to pay for such acquisitions or investments. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per share value of Class A Common Shares to decline.

Our CEO controls a majority of the voting power of the Company.

Darren Wang, our founder and CEO, beneficially owns Class A and Class B Common Shares representing approximately 67.2% of the total voting power of the Company. Our dual-class share structure, under which each Class B Common Share is entitled to ten votes per share compared to one vote per share for Class A Common Shares, further entrenches Mr. Wang's voting control. As a result, Mr. Wang has the ability to control the outcome of all matters submitted to shareholders for approval, including the election of directors, approval of mergers, and other significant corporate transactions, regardless of how other shareholders vote.

This concentrated voting control may limit the ability of other shareholders to influence our corporate governance and strategic direction, may prevent or delay a change of control transaction that other shareholders may view as beneficial, and may discourage potential acquirers from making an unsolicited takeover bid. In addition, Mr. Wang's interests as a controlling shareholder may not always be aligned with the interests of our other shareholders. Any of the foregoing could adversely affect the trading price of our Class A Common Shares.

As a foreign private issuer and controlled company, we are exempt from certain Nasdaq and U.S. disclosure requirements.

We qualify as both a foreign private issuer and a controlled company under applicable Nasdaq rules and the U.S. Exchange Act. As a foreign private issuer, we are exempt from certain requirements applicable to U.S. domestic issuers, including the filing of quarterly reports on Form 10-Q, proxy solicitation rules, and selective disclosure rules under Regulation FD. Effective March 18, 2026, pursuant to the Holding Foreign Insiders Accountable Act signed into law on December 18, 2025, our directors and officers are no longer exempt from the reporting requirements under Section 16(a) of the Exchange Act and are required to file Forms 3, 4, and 5 with the SEC.

As a controlled company, we are also exempt from certain Nasdaq corporate governance requirements, including the requirements that our director nominees be selected or recommended by a nominating committee comprised solely of independent directors and that the compensation of our executive officers be determined or recommended by a compensation committee comprised solely of independent directors. We are also technically exempt from the Nasdaq requirement that a majority of our Board of Directors consist of independent directors, although we currently comply with this requirement voluntarily, with five out of our seven directors qualifying as independent.

We must evaluate our FPI status annually as of the last business day of our most recently completed second fiscal quarter. If we cease to qualify as a foreign private issuer, we would lose the exemptions described above and would be required to comply with the full range of requirements applicable to U.S. domestic issuers, including the filing of quarterly reports on Form 10-Q, compliance with Regulation FD, and compliance with all applicable Nasdaq corporate governance standards, which would significantly increase our compliance costs and management burden.

Furthermore, the SEC has issued a concept release requesting public comment on potential changes to the definition of a foreign private issuer. If the SEC adopts changes to such definition, we may no longer qualify as a foreign private issuer even if our current shareholder composition would otherwise allow us to maintain such status. Any such change could require us to comply with the more extensive disclosure and governance requirements applicable to U.S. domestic issuers, which could materially increase our regulatory compliance costs and could adversely affect our ability to compete for management attention and resources.

As a result of the foregoing exemptions that we currently rely upon, holders of our Class A Common Shares may have less ability to influence our corporate governance than shareholders of U.S. domestic public companies, which may make our Class A Common Shares less attractive to certain investors and could adversely affect the trading price and liquidity of our Class A Common Shares.

We do not intend to pay dividends on our Class A Common Shares for the foreseeable future.

We currently intend to retain all available funds and future earnings to fund the development and growth of our business, and do not anticipate paying any cash dividends on our Class A Common Shares for the foreseeable future. Any determination to pay dividends in the future will be at the sole discretion of our Board of Directors and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, and applicable laws and regulations.

Accordingly, holders of our Class A Common Shares should not expect to receive any cash dividends for the foreseeable future, and any return on investment will depend entirely on potential appreciation in the price of our Class A Common Shares, which may

never occur. If our Class A Common Shares do not appreciate in value, investors may not realize any return on their investment and may lose some or all of the value of their investment.

Our shares will be subordinate to all of our debts and liabilities which increases the risk that investors could lose their entire investment.

Our Class A Common Shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our stockholders.

We may be classified as a passive foreign investment company, which could have adverse U.S. federal income tax consequences for U.S. investors.

We would be a passive foreign investment company ("PFIC") for U.S. federal income tax purposes for any taxable year if either (i) at least 75% of our gross income for such year is passive income or (ii) at least 50% of the value of our assets (generally determined based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income.

We believe that we were not a PFIC for the year ended December 31, 2025 and we do not expect to become a PFIC in the foreseeable future. However, the determination of whether we are a PFIC is made annually and depends on the composition of our income and assets, including the value of our goodwill and other intangible assets, which may be determined by reference to the market price of our Class A Common Shares from time to time. Accordingly, our PFIC status may change from year to year, and there can be no assurance that we will not be classified as a PFIC in the current or any future taxable year.

If we were to be classified as a PFIC in any taxable year in which a U.S. holder holds our Class A Common Shares, such U.S. holder could be subject to materially increased U.S. federal income tax liabilities on gains recognized on the sale or disposition of our Class A Common Shares and on certain distributions received from us, as well as burdensome reporting requirements. See "Item 10. Additional Information — E. Taxation — U.S. Federal Income Taxation — PFIC Classification." U.S. investors should consult their own tax advisors regarding the potential PFIC implications of an investment in our Class A Common Shares and the availability of any elections that may mitigate the adverse tax consequences of a PFIC classification.

Item 4. Information on the Company

OBOOK Holdings Inc. (the "Company") is an exempted company with limited liability incorporated under the laws of the Cayman Islands on April 20, 2011, for an indefinite period. The Company's domicile is the Cayman Islands, and it operates under the Cayman Islands Companies Act (2025 Revision). The Company operates as the OwlTing Group and its Class A Common Shares have been listed on the Nasdaq Global Market under the ticker symbol "OWLS" since October 2025.

The OwlTing Group was founded in 2010 by Darren Wang, a serial entrepreneur and blockchain industry angel investor. OBOOK Holdings Inc., the Cayman Islands holding company of the OwlTing Group, was incorporated on April 20, 2011. The Company launched its first business line, OwlTing Market, an e-commerce platform connecting local Taiwanese farmers and merchants with consumers, in 2014. In 2018, the Company expanded into the hospitality sector with the launch of OwlNest, a blockchain-based hotel property management system, supported by a strategic investment of US$17.5 million from SBI Holdings. In 2023, the Company launched OwlPay, a payment platform initially focused on fiat currency transactions, including payment gateway services enabled by the acquisition of PayNow Inc. and cross-border payout services. The Company has since expanded OwlPay into a full-stack payment service suite encompassing both fiat currency and stablecoin settlement routes, including OwlPay Payment, OwlPay Cash, OwlPay Harbor, and OwlPay Wallet Pro. The Company believes its payment business will be the most significant driver of its future growth.

The following significant events occurred during the period from January 1, 2025 to the date of this Annual Report:

Capital Expenditures and Financing

For the years ended December 31, 2023, 2024, and 2025, our capital expenditures were US$0.14 million, US$0.15 million, and US$0.54 million, respectively, primarily relating to computer equipment, leasehold improvements, and renovation of our OwlStay accommodation facilities. We do not currently have any material capital expenditures or divestitures in progress as of the date of this Annual Report.

Financing

During 2025, we raised additional financing of US$16.6 million through equity financings and US$2.5 million through SAFE agreements, bringing our cumulative financing since inception to over US$70 million as of December 31, 2025.

Address and Further Information

The mailing address of our principal executive office is 9F., No. 28, Wencheng Rd., Beitou Dist., Taipei City 112, Taiwan, Republic of China, and our telephone number is +886-2-6610-0180. Our website address is www.owlting.com. The information on our website is not a part of this Annual Report.

The SEC maintains a website at www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with the SEC.

Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, New York 10168.

Our Mission

Our mission is to use blockchain 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 traditional business operations.

Overview

We operate as the OwlTing Group, a blockchain-powered technology company established in 2010 in Taiwan. We provide solutions across three main business segments: payments, hospitality, and e-commerce, serving businesses and individuals whose commercial activities involve cross-border transactions. We are expanding actively into multiple markets including the United States, Japan, Singapore, Hong Kong, Malaysia and Thailand, as well as jurisdictions in South America and the European Union.

For the year ended December 31, 2025, our company’s total revenue was comprised of our operations in the following main business segments: (i) Payments contributed to 56% of our total revenue; (ii) Hospitality (which includes software services and platform services) contributed to 37% of our total revenue; and (iii) E-commerce contributed to 7% of our total revenue.

Our Market Opportunity

Cross-Border Business Payments

OwlPay targets the cross-border B2B and B2C payments market. According to the 2025 McKinsey Global Payments Report, the global payments industry generated US$2.5 trillion in revenue in 2024, supported by 3.6 trillion transactions. Cross-border payment revenues continue to grow faster than domestic payments, driven by FX spreads, handling fees, and compliance layers. According to the same report, lower-value cross-border transactions — including marketplace payouts, SME invoices, and subscription billing — now generate approximately 30% of global cross-border revenues despite representing only around 10% of transaction volume, reflecting the significant opportunity in the segment we serve.

B2B payments remain highly reliant on legacy systems, leaving payers and payees with significant challenges including access to fewer correspondent banks, slow settlement, high overall costs and lack of transparency. We believe these structural inefficiencies represent a substantial and durable market opportunity for compliant, blockchain-enabled settlement infrastructure.

Cross-Border C2C Remittance

The global remittance market was valued at approximately US$121.4 billion in revenue in 2025, and is projected to reach US$270.8 billion by 2034, growing at a CAGR of 9.4%, according to Fortune Business Insights ("Remittance Market Size, Share & Industry Analysis, 2025-2034"). According to World Bank data ("Remittance Prices Worldwide, "Q1 2025), the average cost of sending US$200 globally stood at 6.5% in the first quarter of 2025, remaining far above the 3% target set by the United Nations Sustainable Development Goals. We believe this cost burden reflects a fundamental gap in the existing settlement infrastructure that stablecoin-based rails are well-positioned to address.

Role of Blockchain and Stablecoins

The fintech blockchain market is estimated at US$6.9 billion in 2025 and is expected to reach US$46.9 billion by 2030, with a CAGR of approximately 46.9%, according to Mordor Intelligence ("Fintech Blockchain Market Size, Share & Trends, 2025-2030"). Stablecoins have become an increasingly critical component of the global payments infrastructure. According to data compiled by Artemis Analytics in its "Stablecoin Payments From the Ground Up 2025" report (January 2026), total stablecoin transaction volume rose 72% year-over-year to US$33.0 trillion in 2025, with USDC processing US$18.3 trillion and USDT processing US$13.3 trillion. Bloomberg Intelligence (January 2026) projects that stablecoin payment flows could reach US$56.6 trillion by 2030. We believe the increasing adoption of stablecoins as a settlement medium reflects a structural shift in how value moves across borders, and that regulated, compliant infrastructure will be essential to capturing this opportunity at scale.

OwlPay as a Compliance-First Settlement Layer

We designed OwlPay to function as a compliance-first settlement layer for cross-border transactions — an infrastructure that enables money to move across borders in real time, with the regulatory licensing, AML/KYC controls, and multi-currency settlement capabilities required by financial regulators across the jurisdictions in which we operate.

Unlike platforms that prioritize speed of deployment over regulatory completeness, we have deliberately invested in building a global licensing portfolio and compliance infrastructure before scaling transaction volume. We believe this approach positions OwlPay to serve as trusted settlement infrastructure for enterprises, financial institutions, and individuals who require both speed and regulatory certainty in cross-border payments.

OwlPay supports settlement in both fiat currency and stablecoins — primarily USDC — across multiple blockchains and payment rails, including VISA Direct, the Stellar Network, Circle Payments Network and ACH/wire transfer. By supporting multiple settlement routes within a single compliance framework, OwlPay enables its customers to choose the payment method that best suits their operational needs without sacrificing regulatory integrity. In December 2025, we joined the Circle Payments Network, integrating it across OwlPay Wallet Pro and OwlPay Harbor to enable near-instant compliant stablecoin settlement globally and expanding the breadth of on/off-ramp coverage available to our customers and partners. Although OwlPay's infrastructure supports stablecoin settlement, stablecoin-related transaction volumes and the Company's holdings of digital assets remained immaterial during the year ended December 31, 2025.

This settlement layer approach underpins all three of OwlPay's platform solutions — OwlPay Payment, OwlPay Wallet Pro and OwlPay Cash — as well as our infrastructure solution, OwlPay Harbor, which makes these capabilities available to third-party financial institutions and platform operators via API.

Our Products and Services

Payments — OwlPay Suite

We launched OwlPay in 2023 as a payment service platform initially focused on fiat currency transactions, including payment gateway services and cross-border payout. We have since expanded OwlPay into a full-stack payment service suite supporting both fiat currency and stablecoin settlement routes, designed to simplify backend financial operations and enable cost-effective cross-border transactions for businesses and individuals.

We generate revenue from our OwlPay services primarily through transaction-based fees, including payment processing fees, foreign exchange spreads, and service fees charged to merchants, platform partners and, in certain cases, end users for the use of our payment, wallet and settlement infrastructure. These fees may include fixed handling fees, percentage-based transaction fees, and, for certain services, setup and maintenance fees. A significant portion of our revenue is derived from stablecoin on/off-ramp, the conversion services between fiat currencies and USDC.

OwlPay enables customers to fund transactions through fiat payment methods, such as bank transfers or debit cards, or through stablecoins. Transactions may be settled using USDC as an intermediate settlement asset within our payment infrastructure and subsequently off-ramped into local fiat currencies for payout to end recipients. Depending on the service used, customer funds may be held with regulated financial institutions or processed through third-party payment partners.

OwlPay supports multiple settlement routes through the following product offerings:

Platform Solutions

Infrastructure Solutions

Hospitality

We entered the hospitality sector in 2018. Our hospitality offerings include:

E-Commerce

Our e-commerce platform, OwlTing Market, was our first business line, developed beginning in 2014. It serves as a platform dedicated to elevating Taiwanese farmers and small- and medium-sized businesses to reach end consumers, providing diverse and high-quality products through long-standing supplier relationships in Taiwan. We generate revenue from OwlTing Market primarily through the sale of products to customers.

Our Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors:

Compliance-First Settlement Infrastructure. We have deliberately prioritized regulatory completeness over speed of deployment. As of December 31, 2025, OwlPay holds money transmitter licenses in 39 U.S. states, MSB registration with the U.S. federal government, a VASP registration in Poland and an EPISP registration in Japan. We believe this regulatory foundation enables OwlPay to serve enterprises and financial institutions that require both settlement speed and regulatory certainty.

Early Mover Advantage in Blockchain-Based Payments. We are among the first movers in leveraging blockchain and stablecoin technology to provide a one-stop cross-border payments framework. According to CB Insights' Stablecoin Market Map, OwlTing is ranked among the top 2 global players in the "Enterprise & B2B" category, with a Mosaic score of 832.

Multi-Rail Settlement Architecture. OwlPay supports settlement across multiple rails — VISA Direct, Circle Payments Network, Stellar Network, ACH and wire transfer — within a single compliance framework. This multi-rail approach enables customers to choose their preferred settlement method without engaging multiple providers, and positions OwlPay as a durable infrastructure layer as the payments landscape continues to evolve.

AML and Cybersecurity Capabilities. We leverage industry-leading service providers, including Sumsub and Chainalysis, to develop comprehensive AML systems capable of scanning transactions across bank accounts, digital asset wallets and hybrid transactions. Our OwlPay services adhere to ISO 27001 for information security management and our payment gateway services comply with PCI DSS.

Strategic Partnerships. We have established relationships with leading participants in the payment industry, including Circle, Coinbase Prime, MoneyGram, MoonPay, VISA, NIUM, Cross River Bank, and the Stellar Development Foundation, enabling us to integrate a wide range of settlement routes and payment solutions for our customers.

Cross-Selling Ecosystem. Our existing hospitality and e-commerce customer base provides an established network for cross-selling payment solutions, enabling us to expand faster and at lower cost than entities that lack an established customer base.

Competition

OwlPay operates in a competitive global payments environment. We face competition from:

We differentiate OwlPay through our multi-rail settlement infrastructure, our multi-jurisdictional regulatory compliance portfolio, our comprehensive AML and KYC capabilities, and our established customer base in the hospitality and e-commerce sectors.

Our Customers

Our customer base spans both businesses and individual users across our payment, hospitality and e-commerce segments.

Payments

Our payment services primarily serve businesses and individuals engaged in cross-border transactions. Within the OwlPay ecosystem, our customers include merchants, enterprises, financial institutions, platform operators and individual users.

Business customers use OwlPay Payment to facilitate payment collection, cross-border payouts and settlement, including vendor payments and consumer transactions. Merchants utilizing our payment gateway services are also our customers. In addition, individual users may access our services through OwlPay Wallet Pro for receiving funds, remittance and other stablecoin-related transactions.

We also serve enterprise and platform customers through OwlPay Harbor, our proprietary API solution, which enables third-party wallet providers, financial institutions and other platform operators to integrate our payment, conversion and settlement capabilities into their own services and extend such capabilities to their end users.

Our payment services are designed to bridge traditional finance and digital assets, enabling customers to transact across fiat currencies and stablecoins with improved efficiency. Our key markets for payment services include the United States, Japan, the EU, South America, Singapore and Hong Kong. We continue to expand our customer base by leveraging our partners’ networks and establishing relationships with financial institutions and platform operators.

Hospitality

Our hospitality customers include small- and medium-sized businesses in the hospitality sector, such as hotels and bed-and-breakfast operators, as well as travelers. OwlNest primarily serves hospitality providers through software solutions, while OwlJourney and OwlTing Experiences connect these providers with travelers through our online travel agency platforms. OwlStay serves travelers directly through our accommodation offerings. Our hospitality services are available in multiple markets, including Taiwan, Japan, Malaysia, Thailand and the United States.

E-Commerce

Our e-commerce platform, OwlTing Market, serves suppliers, including Taiwanese farmers and small- and medium-sized businesses, as well as end consumers who purchase products directly through our platform.

Our Growth Strategies

We aim to maintain and strengthen our position as a provider of integrated payment and digital asset infrastructure and intend to pursue the following key strategies:

Expand Our Payment Infrastructure and Network

We plan to expand our payment business by growing our global network of financial institutions, payment partners and platform operators. Through OwlPay Harbor, our API-based infrastructure solution, we enable third-party wallet providers, financial institutions and platform operators to integrate our payment, conversion and settlement capabilities into their own services and extend such capabilities to their end users.

We will continue to enhance our stablecoin-based payment capabilities, including on/off-ramp, cross-border settlement and cross-chain functionality, and expand our global reach by leveraging our existing collaborations with financial institutions and payment networks.

Drive Customer Growth Through Platform Integration and Cross-Selling

We intend to grow our customer base by expanding integrations with platform-based businesses and leveraging cross-selling opportunities across our ecosystem. For example, through our hospitality platform, including OwlNest, we work with global online travel agencies and accommodation providers, and we intend to expand the adoption of our payment solutions by enabling these customers to process cross-border payments and settlements through OwlPay.

In addition, we aim to expand our payment solutions to e-commerce platforms and other digital marketplaces by offering both fiat currency and stablecoin payment options, enabling merchants to accept and settle transactions more efficiently.

Expand Licensing and Regulatory Coverage

We plan to expand our regulatory footprint by obtaining additional licenses and approvals in jurisdictions where we intend to operate, including the United States, the EU, the United Kingdom, South America and other key markets. We believe that expanding our licensing coverage will enable us to broaden our service offerings and support our long-term growth in regulated payment infrastructure.

Pursue Strategic Acquisitions and Partnerships

We intend to pursue selective acquisitions and strategic partnerships that enhance our payment capabilities, expand our customer base and strengthen our market position. These may include acquisitions of payment service providers, licensed financial institutions or software platforms that complement our existing offerings and create cross-selling opportunities across our ecosystem.

Expand into New Markets and Use Cases

We plan to expand our presence in new geographic markets and continue to develop additional use cases for our payment infrastructure, including cross-border remittances, supplier payments and other commercial settlement scenarios. We also intend to support customers in emerging markets by providing access to stablecoin-based payment solutions.

Our Technology

We have invested significantly in blockchain technology and its applications across our business segments. Key technology capabilities include:

Our Third-Party Collaborations

As a player in the digital assets economy and global payment system, we establish strategic collaborations with third parties to integrate external capabilities with our OwlPay platform and expand our global payment infrastructure.

Stablecoin Infrastructure and Settlement Network

We collaborate with digital asset ecosystem partners to support stablecoin-based payment and settlement capabilities. Through Circle Mint, we are able to purchase and redeem USDC for U.S. dollars, and our use of Circle’s Cross-Chain Transfer Protocol (CCTP) enables us to transfer USDC across supported blockchain networks.

In addition, in December 2025, we integrated the Circle Payment Network ("CPN"), Circle’s payment network designed to facilitate cross-border payments using USDC. Our participation in CPN enables us to leverage Circle’s network of regulated financial institutions, payment service providers and on/off-ramp partners to expand the geographic reach of OwlPay, including by enabling USDC to be off-ramped into local fiat currencies across multiple jurisdictions for remittance, supplier payment and other commercial settlement use cases.

We also collaborate with third-party service providers to support user access to stablecoin services. For example, Coinbase Prime enables us to convert between U.S. dollars and USDC and to execute digital asset transactions necessary for our operations. MoneyGram allows our users to convert between local fiat currencies and USDC through its global network of physical locations, and MoonPay enables users to on-ramp funds into USDC using credit cards.

Fiat Payment Rails and Card-Based Integration

We collaborate with global payment networks and financial institutions to provide fiat-based payment capabilities and bridge traditional financial infrastructure with our stablecoin settlement layer. NIUM provides fiat currency exchange and cross-border remittance services to our customers using OwlPay.

We have also collaborated with VISA on two complementary layers of payment capabilities. In December 2025, we launched OwlPay Cash, a mobile-first remittance application developed in collaboration with VISA that leverages VISA Direct Account to enable users in the United States to send funds in local currencies directly to eligible bank accounts in 26 countries and regions worldwide. OwlPay Cash provides a fast, cost-effective alternative to traditional SWIFT transfers for cross-border remittances.

Separately, in April 2026, we enabled VISA Direct card-based functionality within OwlPay Harbor for enterprise and platform partners and OwlPay Wallet Pro for individual users. Through this integration, eligible U.S. debit cardholders are able to fund USDC transactions directly using their debit cards, without requiring users to open and pre-fund a separate account with a third-party digital asset exchange. We are also able to support near-instant off-ramp settlement for eligible transactions and same-day on-ramp availability for customers funding directly into their wallets, in each case subject to applicable program terms, eligibility requirements and withdrawal restrictions. This integration creates a card-to-wallet on-ramp channel that connects mainstream debit card infrastructure with our compliant stablecoin settlement layer, reducing onboarding friction for both consumers and enterprises.

We also work with banking partners, including Cross River Bank, to support certain U.S. dollar settlement, custody and payment processing functions within our payment infrastructure.

Ecosystem and Blockchain Network Collaboration

In addition to our commercial collaborations, we maintain strategic relationships within the broader digital asset ecosystem. In connection with an equity investment by the Stellar Development Foundation ("SDF"), we entered into a commercial agreement in November 2023, pursuant to which we agreed to use commercially reasonable efforts to explore integration with the Stellar Network, a payment standard centered around USDC.

The strategic cooperation includes integration with our OwlPay platform, such as holding, sending, receiving and paying with USDC on Stellar, and serving as a "Stellar Anchor" on the send-side and/or receive-side to provide on/off-ramping capabilities with USDC to third parties on the Stellar Network. In February 2025, we completed tailoring our on/off-ramp services to the specifications set for the Stellar Network. Currently, our OwlPay Wallet Pro supports USDC transactions on the Stellar blockchain, and we hold XLM, Stellar’s native digital asset, to facilitate transaction fees on the network.

This collaboration expanded our multi-chain capabilities and supports our broader ability to provide stablecoin-based payment and settlement services across different blockchain networks.

Regulations

We are subject to regulation in the jurisdictions in which we operate. Depending on the nature of the applicable product or service, our operations may be subject to licensing, registration, anti-money laundering, sanctions, consumer protection, payments, digital asset, privacy, and other financial services laws and regulations. Our licenses, registrations, and regulatory approvals subject us to ongoing supervisory, examination, reporting, capital, safeguarding, and other compliance obligations. As our products and services evolve, we may be required to obtain additional licenses, registrations, or regulatory approvals in existing or new jurisdictions. Our principal regulatory authorizations and registrations include the following:

United States. We are registered as a Money Services Business (MSB) with FinCEN and hold money transmitter licenses ("MTLs") in 39 U.S. states as of December 31, 2025. We are in the process of applying for MTLs in the remaining states. Our operations are subject to the Bank Secrecy Act and related AML requirements, as well as economic and trade sanctions programs administered by OFAC.

Japan. We hold the Electronic Payment Instrument Service Provider (EPISP) registration and are in the process of applying for the Funds Transfer Service Provider license and the Electronic Payment Intermediary Service Provider license. Our operations are supervised by the Financial Services Agency of Japan.

Singapore. We are in the process of applying for a Major Payment Institution license from the Monetary Authority of Singapore.

Hong Kong. We are in the process of applying for a Money Service Operator (MSO) license from the Hong Kong Customs and Excise Department.

European Union. We hold a Virtual Asset Service Provider (VASP) registration in Poland. We are in the process of seeking to upgrade our qualification as a Crypto Asset Service Provider (CASP) under the Markets in Crypto-Assets Regulation (MiCAR).

Taiwan. Our subsidiary PayNow is registered as a Third-Party Payment Enterprise under Taiwan's Ministry of Digital Affairs and has fulfilled applicable AML and KYC obligations under the Regulations Governing AML and CTF for Third-Party Payment Enterprises.

Data Protection. We are subject to applicable data protection and privacy laws across the jurisdictions in which we operate, including laws governing the collection, use, retention and transfer of personally identifiable information.

Virtual Currency Regulations. The regulatory landscape for digital assets continues to evolve. In the United States, the GENIUS Act was signed into law on July 18, 2025, establishing a federal regulatory framework for payment stablecoins. We are monitoring developments under the GENIUS Act and the proposed CLARITY Act and assessing their implications for our business. See "Item 3. Key Information — D. Risk Factors" for further discussion of regulatory risks.

Employees

For information regarding our employees, see "Item 6. Directors, Senior Management and Employees — D. Employees."

Research and Development

For information regarding our research and development expenditures, see "Item 5. Operating and Financial Review and Prospects — C. Research and Development."

Sales and Marketing

Our sales and marketing efforts are led by dedicated teams within each business unit, supported by a centralized public relations function that oversees our external communications and brand positioning.

Our go-to-market strategy combines direct sales, strategic partnerships and digital marketing initiatives to drive customer acquisition and retention. For our payment and infrastructure solutions, we primarily focus on business customers, including enterprises, financial institutions and platform operators, through direct sales efforts, relationship-driven engagement and industry events. We also leverage our collaborations with ecosystem partners to expand our reach and access new customer segments.

For our platform-based services, including hospitality and e-commerce offerings, we utilize a combination of online marketing

channels, brand campaigns and customer engagement programs to attract and retain users. Our customer success teams support ongoing relationships with customers, enhance user experience and encourage repeat usage across our platforms.

We also invest in brand development and public relations activities to strengthen our market presence and communicate our value proposition to a broader audience.

Seasonality

Our business is not materially affected by seasonality, although our hospitality segment may experience higher transaction volumes during peak travel seasons.

Material Contracts

We do not believe we are materially dependent on any single contract outside the ordinary course of business.

Subsequent Events

The following significant developments occurred after December 31, 2025.

In 2026, we were named to the Financial Times and Statista "High-Growth Companies Asia-Pacific 2026" list, ranking No. 226 among the top 500 fastest-growing companies in the Asia-Pacific region with a 42% compound annual growth rate.

As of April 2026, OwlPay Harbor had 29 contracted enterprise clients and an additional 7 enterprise clients in the process of onboarding or finalizing agreements. The existing businesses of these clients represent an estimated aggregate annual payment volume exceeding US$6 billion, prior to integration with our platform, which we believe represents potential transaction volume opportunities as these customers integrate with our services. We are also observing early adoption of our compliant stablecoin settlement infrastructure among enterprise and platform partners, as supported by the number of contracted clients and our onboarding pipeline.

In April 2026, we expanded our collaboration with VISA to enable VISA Direct card-based functionality within OwlPay's payment infrastructure, allowing eligible U.S. debit cardholders to fund USDC transactions directly without requiring a standalone digital asset exchange account. The capability is currently live within OwlPay Harbor for enterprise and platform partners, and is accessible to individual users through OwlPay Wallet Pro. This integration creates a card-to-wallet on-ramp channel that connects mainstream debit card infrastructure to our compliant stablecoin settlement layer, reducing friction for consumers and enterprises seeking access to digital dollar workflows. We have enhanced our VISA Direct capabilities to include card-based functionality alongside our existing account-based capabilities, enabling near-instant off-ramp settlement for eligible transactions, and same-day on-ramp availability for customers funding directly into their OwlPay wallet, subject to applicable program terms, eligibility requirements and withdrawal restrictions. As of March 2026, our regulatory footprint spans 41 U.S. states.

Also in April 2026, we introduced ACH Pull as an additional funding method across OwlPay Wallet Pro and OwlPay Harbor, enabling eligible U.S. customers and enterprise partners to initiate direct bank account funding without requiring a manual wire transfer or third-party intermediary, with same-day fund availability for customers funding directly into their OwlPay wallet, subject to applicable program terms, eligibility requirements and withdrawal restrictions. We also introduced support for same-network transfers within OwlPay Wallet Pro and OwlPay Harbor, enabling our platform to automatically convert and execute transfers so that both the sender and recipient operate on the same blockchain network. This eliminates the risk of asset loss that may occur when transactions are initiated across incompatible blockchain networks.

In April 2026, we completed a private placement financing with Lind Global Asset Management XV LLC, pursuant to which we issued a Senior Secured Convertible Promissory Note with a principal amount of US$11.5 million, reflecting a 15% original issue discount, for gross proceeds of US$10.0 million. The Note matures on October 6, 2027, bears no interest except upon an Event of Default, and is initially convertible into Class A Common Shares at a conversion price of US$9.00 per share. We also issued a warrant to purchase up to 850,340 Class A Common Shares at an exercise price of US$7.82 per share, expiring on April 6, 2031. For further details, see "Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources" and Note 26 to our Consolidated Financial Statements included elsewhere in this Annual Report.

The following diagram sets forth our corporate structure, including our principal subsidiaries, as of April 29, 2026:

The following table sets forth information regarding our principal subsidiaries as of April 29, 2026:

OBOOK Holdings Inc. is the ultimate holding company of the Group, incorporated in the Cayman Islands. The Company conducts its principal operations through its subsidiaries in Taiwan, which account for the substantial majority of the Group's revenue and assets. The Company's payment operations outside of Taiwan are conducted primarily through OwlTing USA Inc., OwlPay Japan Inc., OwlPay Holdings PTE. LTD., OwlTing HK Inc. Limited, and OwlTing EU LLC.

The ability of the Company's subsidiaries to transfer funds to OBOOK Holdings Inc. in the form of dividends, loans, or advances may be subject to certain restrictions, including foreign exchange controls applicable to our Taiwan subsidiaries. For a more detailed discussion of these restrictions, see "Item 3. Key Information — D. Risk Factors — Risks Related to Our Business, Industry, and Operations — A significant portion of our revenue is concentrated in Taiwan, and our geographic concentration creates risk" and "Item 3. Key Information — D. Risk Factors — Risks Related to Our Business, Industry, and Operations — Cross-Strait relations between Taiwan and the People's Republic of China pose macroeconomic and geopolitical risks."

We do not own any real property. Our principal facilities consist of leased office and operational spaces across our operating jurisdictions.

Principal Facilities

Our principal executive and operational offices are located in Taipei, Taiwan, where we lease three properties with a total gross floor area of over 6,000 square meters for our headquarters, conducting product development, sales, marketing, and business operations. The lease agreements for our current headquarters are for a period of five years commencing August 1, 2024, at an annual pre-tax rent of NTD 33.2 million.

In addition, we lease eight properties with a total gross floor area of over 2,000 square meters for OwlStay, our self-branded offline platform service providing accommodation to travelers, with a total of 90 rooms.

We also maintain smaller office spaces in the United States and Japan to support our international operations.

Item 4A. Unresolved Staff Comments

None.

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion and analysis should be read together with the audited historical consolidated financial statements and related notes that are included elsewhere in this Annual Report. In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. For more information about forward-looking statements, see "Forward-Looking Statements". Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Item 3. Key Information — D. Risk Factors" and elsewhere in this Annual Report.

Key Factors Affecting Our Results of Operations

The following are the principal factors that have affected and will continue to affect our business, financial condition, results of operations and prospects.

Ability to Grow Our Payment Business

Our financial performance is significantly influenced by our ability to grow our payment business, which represented 56% of our total revenue for the year ended December 31, 2025. Our payment revenue is primarily driven by GPV growth and the number of Active Accounts on our platform. As we continue to expand our payment infrastructure — including OwlPay Payment, OwlPay Wallet Pro, OwlPay Cash and OwlPay Harbor — and broaden our multi-rail settlement capabilities, we expect our payment business to be the most significant driver of our future revenue growth. Our ability to grow GPV depends on our success in acquiring new customers, retaining existing customers, and expanding the range of payment solutions we offer, including stablecoin-based payment services.

Adoption of Stablecoin-Based Payment Services

A significant component of our growth strategy depends on the broader market adoption of stablecoins as a means of payment and settlement. While our payment revenue to date has been primarily derived from fiat currency payment gateway services, we have made substantial investments in developing our stablecoin infrastructure, including OwlPay Harbor and OwlPay Wallet Pro. No revenues were generated from OwlPay Harbor and OwlPay Wallet Pro for the years ended December 31, 2023 and December 31, 2024. For the year ended December 31, 2025, revenues generated from OwlPay Harbor and OwlPay Wallet Pro remained immaterial. The pace at which enterprises, financial institutions and individuals adopt stablecoin-based payment solutions will materially affect the extent to which our investments in stablecoin infrastructure translate into revenue.

Expansion of Regulatory Licensing

Our ability to operate and generate revenue in any given jurisdiction is contingent upon obtaining and maintaining the required regulatory licenses and approvals. As of December 31, 2025, we hold money transmitter licenses in 39 U.S. states and regulatory registrations in Poland and Japan. We are in the process of applying for additional licenses in the remaining U.S. states, Japan, Singapore, Hong Kong and the European Union. The pace and outcome of our license applications will directly affect our ability to expand our addressable market and offer our full suite of payment services to customers in new jurisdictions.

Investment in Technology and Talent

We have made and expect to continue making investments in research and development, technology infrastructure and specialized talent to support the development and commercialization of our payment products and services. Our research and development expenses increased from US$2.6 million for the year ended December 31, 2024 to US$7.0 million for the year ended December 31, 2025. This increase was primarily attributable to share-based compensation expenses recognized in connection with RSUs and RSAs granted under our Share Incentive Plan rather than a proportionate increase in cash research and development expenditures. Excluding share-based compensation, our cash research and development expenses were approximately US$2.7 million for the year ended December 31, 2025, compared to US$2.6 million for the year ended December 31, 2024. These investments have contributed to operating losses and are expected to continue to weigh on our near-term profitability. We expect our technology investments to drive long-term revenue growth, but we cannot guarantee that such investments will generate returns within any specific timeframe.

Costs Associated with Operating as a Public Company

Following our Nasdaq listing in October 2025, we have incurred and expect to continue to incur additional costs associated with operating as a public company, including legal and professional service fees, compliance costs, directors' and officers' insurance, investor relations and reporting obligations. These recurring public company costs, together with significant share-based compensation expenses recognized in connection with RSUs and RSAs granted under our Share Incentive Plan, contributed to the increase in our general and administrative expenses from US$5.2 million for the year ended December 31, 2024 to US$21.7 million for the year ended December 31, 2025. While we expect to continue incurring public company-related costs going forward, the level of general and administrative expenses in 2025 was disproportionately affected by these non-cash share-based compensation charges and is not necessarily indicative of future expense levels.

Performance of Hospitality and E-Commerce Segments

While our strategic focus is on growing our payment business, our hospitality and e-commerce segments continue to contribute to our overall revenue. Our hospitality software services revenue, primarily from OwlNest subscriptions, has shown consistent growth, while our hospitality platform services and e-commerce revenues have been affected by a decline in domestic travel demand in Taiwan and adverse climatic factors impacting agricultural product quality, respectively. The performance of these segments will continue to affect our overall financial results in the near term.

Key Business Metrics

We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources, and assess our performance. In addition to our financial results, we use the following key business metrics across different business segments to evaluate our business, measure our performance, and make strategic decisions. We believe that these indicators provide useful information in understanding and evaluating our results of operations. The presentation of key business metrics is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with IFRS Accounting Standards. See "Item 3. Key Information — D. Risk Factors — Risks Related to Our Business, Industry, and Operations — Real or perceived inaccuracies in our key business metrics may harm our reputation and negatively affect our business, and these key business metrics are subject to assumptions and limitations and may not provide an accurate indication of our future or expected results."

Our key metrics are calculated using internal company data based on the activity we measure on our platforms and compiled from multiple systems, including systems that are internally developed or acquired through business combinations. While the measurement of our key metrics is based on what we believe to be reasonable methodologies and estimates, there are inherent challenges and limitations in measuring our key metrics on a global scale. The methodologies we use to measure these metrics are subject to significant judgment. There is no guarantee that increases or decreases in our key business metrics will correspond with increases or decreases in our revenue.

Payment Services

As our revenue from payment services is typically correlated with Gross Payment Volume, or GPV, growth and the number of Active Accounts, management uses these operating metrics to gain insights into the scale and strength of our payment platform, the engagement level of our customers and underlying activity and trends that may be indicators of current and future performance.

Gross Payment Volume (GPV)

GPV is defined as the total value of transactions processed through our payment services, including via our payment gateway services, fiat currency cross-border remittances, foreign exchange for fiat currency (as standalone transactions not involving fund transfers) and stablecoin solutions (including on/off-ramp services and cross-chain transactions), and further net of transaction reversals. Each step of a multi-step transaction, such as an on-ramp followed by a cross-chain transfer and an off-ramp, is recorded as a separate transaction in GPV, as each step constitutes a distinct service for which we charge a separate fee. Where a transaction is reversed, the reversed amount is deducted from GPV in the period in which the reversal occurs, regardless of when the original transaction was recorded.

Notes:

For the year ended December 31, 2025, GPV increased by approximately 0.4% to US$219.5 million compared to US$218.6 million for the year ended December 31, 2024, reflecting steady transaction volumes on our payment platform as we transitioned our strategic focus toward stablecoin-based payment solutions and enterprise infrastructure through OwlPay Harbor.

Active Accounts

An Active Account is defined as an account registered on our payment platforms that has completed at least one transaction on our payment platforms within the past 12 months. A unique individual or business user may register on our platforms to access different services and may register more than one account to access a service; however, a unique user that has registered on both OwlPay Wallet Pro and OwlPay Payment is counted only once for the purpose of determining Active Accounts, in order to maintain consistency in this metric. Active Accounts primarily reflects users of our OwlPay Payment and OwlPay Wallet Pro platforms. It does not capture the scale of end users served through enterprise partners accessing our infrastructure via OwlPay Harbor. OwlPay Cash, which was launched in December 2025, is also not yet reflected in this metric in a meaningful way given the limited period since its launch. Accordingly, we believe GPV is a more comprehensive indicator of our overall payment business scale.

Notes:

As of December 31, 2025, the number of Active Accounts increased by 6.0% to 4,134 compared to 3,901 as of December 31, 2024, primarily attributable to continued growth in registered users on our OwlPay Payment.

Hospitality Services

While our primary strategic focus is on growing our payment business, we also seek to expand OwlNest, our PMS service offerings, and acquire more subscribers in international markets to strengthen our overall revenue base. Management therefore monitors the performance and growth of OwlNest as a complementary area of our business development. Since OwlNest is delivered on a SaaS basis, management uses OwlNest's Annual Recurring Revenue, or ARR, to gain insights into OwlNest's growth trajectory, revenue potential and operational stability. Additionally, management considers OwlNest's Dollar-Based Net Retention Rate as a key indicator of OwlNest's overall revenue growth and customer retention. In tracking OwlNest's ARR and Dollar-Based Net Retention Rate, management focuses only on the revenues that are contractually committed on a periodic subscription basis, since OwlNest's transaction volume-based revenues from our alternative fee model on a commission basis or from our add-on room fee collection services are tied to the sales performance of OwlNest's customers that we could not control. We also use the number of OwlNest Subscribers to assess our ability to acquire new customers. We expect to reassess the relevance of OwlNest's ARR and Dollar-Based Net Retention Rate as standalone key business metrics as our payment business continues to grow as a proportion of our total revenue.

OwlNest's Annual Recurring Revenue (ARR)

OwlNest's Annual Recurring Revenue, or ARR, is defined as contractually committed recurring OwlNest revenue from PMS subscriptions, excluding one-time or non-recurring fees, recognized in the last month of the reporting period and calculated on an annualized basis. OwlNest's ARR also excludes OwlNest's transaction volume-based revenues from our alternative fee model on a commission basis or from our add-on room fee collection services. OwlNest's ARR is calculated based on the assumption that any contract expiring in the next 12 months will be renewed at the rate prevailing in the final month of such contract, unless we determine that such contract will be cancelled or reduced, in which case revenue from such contract will be excluded from the calculation. Our calculation of ARR does not give effect to the impact of any anticipated future price increases.

OwlNest's ARR increased by 11.6% from US$965,630 as of December 31, 2024 to US$1.1 million as of December 31, 2025, primarily attributable to an increase in the number of OwlNest Subscribers and a higher average contract value per subscriber, reflecting our transition toward longer-term contracts of two to three years supported by expanded system functionality. The type of revenues represented by OwlNest's ARR accounted for approximately 33% and 27% of our total hospitality services revenue for the years ended December 31, 2025 and 2024, respectively, and accounted for approximately 12% and 10% of our total revenue for the years ended December 31, 2025 and 2024, respectively.