424B3 1 lind_424b3_prospectus.htm 424B3 424B3


		Filed Pursuant to Rule 424(b)(3)
		Registration No. 333-295892

      PROSPECTUS

     

OBOOK Holdings Inc.

12,350,340 Class A Common Shares

This prospectus relates to the resale, from time to time, by the selling shareholder (the “Selling Shareholder”), of up to an aggregate of 12,350,340 Class A Common Shares, par value US$0.001 per share (the “Class A Common Shares”), of OBOOK Holdings Inc. (the “Company,” “we,” “us” or “our”), consisting of (i) up to 11,500,000 Class A Common Shares issuable upon conversion of, or as repayment shares in payment of monthly installments under, a senior secured convertible promissory note originally issued to the Selling Shareholder on April 6, 2026 (the “Note”), and (ii) up to 850,340 Class A Common Shares issuable upon exercise of a Class A Common Share purchase warrant originally issued to the Selling Shareholder on April 6, 2026 (the “Warrant”), in each case, pursuant to the Securities Purchase Agreement, dated as of April 2, 2026, by and between the Company and the Selling Shareholder (the “Securities Purchase Agreement”), as further described below under “Prospectus Summary—Recent Developments—The Lind Private Placement”.

The Selling Shareholder is identified in the table commencing on page 16. We are not selling any Class A Common Shares pursuant to this prospectus and we will not receive any of the proceeds from the sale by the Selling Shareholder of the Class A Common Shares registered hereunder. We may, however, receive up to approximately US$6,649,659 in aggregate gross proceeds from the cash exercise of the Warrant in full (based on the current Warrant exercise price of US$7.82 per share), if and when the Warrant is exercised for cash. See “Use of Proceeds.”

The Selling Shareholder may sell or otherwise dispose of the Class A Common Shares described in this prospectus in a number of different ways and at varying prices, including at prevailing market prices, at prices related to prevailing market prices, at varying prices determined at the time of sale or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. The Selling Shareholder may sell any, all or none of the Class A Common Shares offered by this prospectus. See “Plan of Distribution.”

Our Class A Common Shares are listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “OWLS.” On June 9, 2026, the last reported sale price of our Class A Common Shares on Nasdaq was US$5.62 per Class A Common Share.

We are an “emerging growth company” as defined under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. We are also a “foreign private issuer” under applicable U.S. federal securities laws. See “Prospectus Summary—Implications of Being an Emerging Growth Company and Foreign Private Issuer.”

We are a “controlled company” within the meaning of the applicable rules of Nasdaq since Darren Wang, our founder and CEO, controls a majority of the total voting power of the Company through his beneficial ownership of our Class B Common Shares, par value US$0.001 per share (the “Class B Common Shares”). As a “controlled company,” we are exempt from certain corporate governance requirements of Nasdaq. See “Risk Factors” for more information.

Investing in our Class A Common Shares involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus, and the risk factors incorporated by reference from Item 3.D. of our Annual Report on Form 20-F for the year ended December 31, 2025 (the “2025 Annual Report”), for a discussion of factors you should consider before investing in our Class A Common Shares.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state or other securities regulator has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated June 10, 2026


ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	5
RISK FACTORS	7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	11
DIVIDEND POLICY	12
CAPITALIZATION	13
SELLING SHAREHOLDER	15
RELATED PARTY TRANSACTIONS	17
DESCRIPTION OF SHARE CAPITAL	19
PLAN OF DISTRIBUTION	23
EXPENSES	26
LEGAL MATTERS	27
EXPERTS	28
ENFORCEMENT OF CIVIL LIABILITIES	29
WHERE YOU CAN FIND MORE INFORMATION	30
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	31


Class A Common Shares offered by the Selling Shareholder	Up to 12,350,340 Class A Common Shares, consisting of (i) up to 11,500,000 Class A Common Shares issuable upon conversion of the Note (the “Conversion Shares”), or as Repayment Shares in payment of monthly installments under the Note and (ii) up to 850,340 Class A Common Shares issuable upon exercise of the Warrant.
Class A Common Shares outstanding as of May 14, 2026	37,825,411 Class A Common Shares, excluding (i) the Conversion Shares and the Repayment Shares, (ii) the Warrant Shares, and (iii) 74,260 treasury shares.
Class A Common Shares to be outstanding after this offering	50,175,751 Class A Common Shares (assuming issuance of all 11,500,000 Conversion Shares or Repayment Shares calculated at the Floor Price of US$1.00 per share and all 850,340 Warrant Shares, and no other issuances).
Use of proceeds	We will not receive any proceeds from the sale of the Class A Common Shares by the Selling Shareholder. We may, however, receive up to approximately US$6,649,659 in aggregate gross proceeds from the cash exercise of the Warrant, if and when exercised for cash at the current exercise price of US$7.82 per share. Any such proceeds will be used for working capital and other general corporate purposes. See “Use of Proceeds.”
Nasdaq Global Market symbol	“OWLS”
Transfer agent and registrar	VStock Transfer LLC
Risk factors	Investing in our Class A Common Shares involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus and Item 3.D. of the 2025 Annual Report incorporated by reference herein, and other information included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.


	As of December 31, 2025
	Actual	Pro Forma(7)	As Adjusted(3)(4)(5)(6)(7)
	US$’000	US$’000	US$’000
Cash and restricted cash	9,355	18,505	25,155

Convertible note and derivative liabilities(1)(2)	-	10,000	-
Long-term debt (including current portions)	835	835	835
Total liabilities not included in capitalization	835	10,835	835
Shareholders’ equity
Share capital-Class A	38	38	50
Share capital-Class B	50	50	50
Capital surplus	130,456	130,456	147,094
Accumulated deficit	(92,469)	(92,469)	(92,469)
Other equity	(41,550)	(41,550)	(41,550)
Treasury share	(104)	(104)	(104)
Non-controlling interest	1	1	1
Total shareholders’ equity	(3,578)	(3,578)	13,072
Total capitalization	(2,743)	7,257	13,907


Name of Selling Shareholder	Class A Common Shares Beneficially Owned Prior to this Offering(2)	Maximum Number of Class A Common Shares to be Sold Pursuant to this Prospectus	Class A Common Shares Beneficially Owned After this Offering(3)	Percentage of Outstanding Class A Common Shares Beneficially Owned After this Offering(3)(4)
Lind Global Asset Management XV LLC(1)	850,340	12,350,340	—	—%


SEC registration fee(1)	$	10,126
Printer fees and expenses	$	10,000
Legal fees and expenses	$	35,000
Accounting fees and expenses	$	120,000
Miscellaneous	$	5,000
Total	$	180,126

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

PROSPECTUS SUMMARY

Our Mission

Overview

Our Products and Services

Recent Developments

The Lind Private Placement

OwlPay Harbor Expansion

Implications of Being an Emerging Growth Company and Foreign Private Issuer

Emerging Growth Company

Foreign Private Issuer

THE OFFERING

RISK FACTORS

USE OF PROCEEDS

DIVIDEND POLICY

CAPITALIZATION

SELLING SHAREHOLDER

RELATED PARTY TRANSACTIONS

DESCRIPTION OF SHARE CAPITAL

Authorized Share Capital

Common Shares

Class A Preferred Shares

Anti-Takeover Provisions

Limitations on Conversion and Exercise

Differences in Corporate Law

Rights of Non-Resident or Foreign Shareholders; Disclosure of Shareholder Ownership

Liability for Further Capital Calls

Registration Rights

Transfer Agent and Registrar

Stock Exchange Listing

PLAN OF DISTRIBUTION

EXPENSES

LEGAL MATTERS

EXPERTS

ENFORCEMENT OF CIVIL LIABILITIES

WHERE YOU CAN FIND MORE INFORMATION

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

SEC Form 424B3 filed by OBOOK Holdings Inc.