F-1/A: OBOOK Holdings Amends F-1 for Nasdaq Direct Listing

OBOOK Holdings Inc. filed an amendment to its F-1 registration statement for a direct listing on Nasdaq, detailing its blockchain-powered payment, hospitality, and e-commerce businesses, and updated financial performance.

Summary

• OBOOK Holdings Inc. (OwlTing Group) is a blockchain technology company headquartered in Taipei, Taiwan, operating in e-commerce, hospitality, and payments, and is pursuing a direct listing on Nasdaq under the symbol OWLS.
• The company's total revenue increased by 18.3% from US$6.4 million in 2023 to US$7.6 million in 2024, primarily driven by its payment services segment.
• Net operating loss increased by 31.5% from US$6.8 million in 2023 to US$8.9 million in 2024, while net loss grew by 51.5% from US$6.8 million to US$10.3 million over the same period.
• Payment services contributed 53% of total revenue in 2024, followed by Hospitality (37%) and E-commerce (10%).
• Gross Payment Volume (GPV) for payment services increased by 62.5% to US$218.6 million in 2024, and Active Accounts grew by 9.7% to 3,901.
• OwlNest, the hospitality property management system, saw its Annual Recurring Revenue (ARR) increase by 25% to US$965,630 and subscribers grow by 10.4% to 2,587 as of December 31, 2024.
• The company has raised approximately US$72.8 million in cumulative funding since inception, including US$16.6 million via equity and US$2.5 million via SAFE agreements in 2025.
• OBOOK Holdings Inc. is an emerging growth company and a foreign private issuer, and will operate as a controlled company with CEO Darren Wang holding 67.2% of the total voting power.

Sentiment

Score: 4

Explanation: While the company shows strong revenue growth in its payment segment and strategic positioning in blockchain, the significant increase in net losses and operating expenses, coupled with the inherent risks of a direct listing and evolving regulatory landscape for digital assets, presents considerable uncertainty. The positive growth metrics are overshadowed by the deteriorating profitability.

Positives

• Total revenue increased by 18.3% to US$7.6 million in 2024, primarily driven by payment services.
• Payment services revenue grew by 63.3% to US$4.0 million in 2024, largely due to the full-year recognition of PayNow's business.
• Gross Payment Volume (GPV) for payment services increased by 62.5% to US$218.6 million in 2024.
• Active Accounts for payment platforms grew by 9.7% to 3,901 as of December 31, 2024.
• OwlNest Annual Recurring Revenue (ARR) increased by 25% to US$965,630 in 2024.
• OwlNest Dollar-Based Net Retention Rate improved to 107.7% in 2024, indicating strong customer retention and increased spending.
• OwlNest Subscribers increased by 10.4% to 2,587 as of December 31, 2024.
• Successful integration of PayNow's payment gateway capabilities, creating a one-stop payment solution.
• Strong cumulative funding of approximately US$72.8 million since inception, including US$19.1 million raised in 2025.
• Strategic collaborations with industry leaders like Circle, Coinbase Prime, MoneyGram, MoonPay, VISA, and NIUM.
• Early mover advantage in blockchain and stablecoin-based payment solutions, with a comprehensive global licensing infrastructure (MTLs in 35 U.S. states, VASP in Poland, EPISP in Japan).
• Ranked among the top 2 global players in the Enterprise & B2B category of CB Insights' Stablecoin Market Map, with a Mosaic score of 832.
• Robust AML and cybersecurity capabilities, compliant with international standards such as ISO 27001 and PCI DSS.
• Proprietary API packages (OwlPay Harbor) empowering third-party wallet providers and financial institutions.
• Plans to expand OwlPay Wallet Pro services to support more blockchains (e.g., Base) and diversify stablecoin offerings (EURC, ZUSD, GYEN).
• Strong management team with significant industry expertise.

Negatives

• Net operating loss increased by 31.5% from US$6.8 million in 2023 to US$8.9 million in 2024.
• Net loss increased by 51.5% from US$6.8 million in 2023 to US$10.3 million in 2024.
• Gross profit decreased by 20.6% from US$1.27 million in 2023 to US$1.01 million in 2024.
• Costs of revenue increased by 27.9% to US$6.6 million in 2024, outpacing revenue growth.
• General and administrative expenses increased significantly by 55.7% to US$5.23 million in 2024, primarily due to higher legal and professional service fees related to IPO preparation and license applications.
• Foreign currency exchange losses increased dramatically from US$16,472 in 2023 to US$1,053,705 in 2024, a 6,481.3% increase, due to NTD-to-U.S. dollar exchange rate volatility.
• Hospitality-related platform services revenue decreased by 14.7% to US$1.6 million in 2024, primarily due to reduced tourist activities in Taiwan following an earthquake in April 2024.
• E-commerce platform revenue decreased by 12.9% to US$751,635 in 2024, due to adjustments in product offerings, including temporarily ceasing fruit import business.
• Discontinuation of NFT-related services in 2024 due to numerous controversies and unclear regulations.
• No revenues were generated from OwlPay Harbor and OwlPay Wallet Pro for the years ended December 31, 2023 and 2024, despite significant investment.
• The company has incurred operating losses in the past and its ability to achieve or maintain profitability in the future is uncertain.
• The company will incur additional expenses as a public company.

Risks

• Growth may not be sustainable and depends on the ability to retain existing customers, attract new customers, and increase processed volumes and revenue.
• Failure to continue improving operational, financial, and other internal controls and systems to manage growth effectively could materially and adversely affect the business.
• Success depends on the ability to develop products and services to address rapid technological changes and evolving markets; failure to keep pace could adversely affect the business.
• International operations and global expansion plans subject the company to significant challenges, uncertainties, and risks, including increasing obligations to comply with diverse laws and regulations.
• Substantial and increasingly intense competition worldwide, including from unregulated or less-regulated companies and those with greater financial and other resources.
• The new business model and short operating history in developing and rapidly evolving markets make it difficult to evaluate future prospects.
• Selective investments in new products and services, especially in areas or technologies with little or no prior experience, may not be successful or achieve expected returns.
• Pricing decisions may fail to generate expected results and could adversely affect the ability to attract and retain merchants.
• The strategy and focus on delivering high-quality, compliant, easy-to-use, and secure blockchain-related financial services may not maximize short-term or medium-term financial results.
• Global and regional economic conditions may materially and adversely affect the business, particularly cross-border payments.
• Incurred operating losses in the past, and the ability to achieve or maintain profitability in the future is uncertain due to continued investment.
• May require additional capital, and financing may not be available on reasonable terms or at all, with existing or future debt potentially containing restrictive covenants.
• A significant amount of business and revenues is derived from a relatively small number of customers; the loss of these customers could have an adverse effect.
• The requirements of being a public company may strain resources and distract management.
• Financial results may fluctuate significantly and periodically, making period-to-period results volatile and future performance difficult to predict.
• Fluctuations in exchange rates could result in foreign currency exchange losses.
• The nature of the business requires the application of complex financial accounting rules, with limited guidance from accounting standard-setting bodies on certain topics, including digital assets.
• The future development and growth of digital assets, particularly stablecoins, are difficult to predict and evaluate; if adoption does not grow as expected, the business could be adversely affected.
• Due to unfamiliarity and some negative publicity associated with the blockchain economy, existing and potential customers may have less confidence in or be less receptive to stablecoin payment services or digital asset wallet products.
• Technical issues may be encountered in connection with the integration of digital assets and changes and upgrades to their underlying networks, which could adversely affect the business.
• Holding stablecoins and other digital assets for business operations subjects the company to the risks associated with such digital assets, with expected increases in holdings.
• Depositing and withdrawing digital assets into and from products involve risks, which could result in loss of customer assets, customer disputes, and other liabilities.
• A particular digital asset, product, or service's status as a security in any relevant jurisdiction is subject to a high degree of uncertainty; mischaracterization could lead to regulatory scrutiny, fines, and penalties.
• Business interruptions or systems failures, including any disruption in any of the blockchain networks supported, may impair availability, result in loss of customers or funds, or otherwise have an adverse effect.
• Services must integrate with a variety of operating systems, software, hardware, and web browsers; inability to ensure interoperability could materially and adversely affect the business.
• Products and services may not function as intended due to errors in software, hardware, and systems, product defects, security breaches, incidents, or human error.
• Obtaining and processing large amounts of sensitive customer data; any real or perceived improper use, disclosure, or access to such data could harm reputation and business.
• Cyberattacks and security vulnerabilities could result in serious harm to reputation, business, and financial condition.
• May not be able to obtain or maintain relevant regulatory licenses, permissions, or registrations, which may subject the company to fines, penalties, or force discontinuation of operations.
• Subject to AML, CTF, and sanctions regulations; failure to comply may lead to administrative sanctions, criminal penalties, and/or reputational damage.
• Subject to regulatory oversight and enforcement by authorities regulating financial services, with important obligations and restrictions.
• Subject to extensive regulations and supervision by regulatory and law enforcement agencies regulating financial products and enforcing consumer protection laws; changes could adversely affect financial condition and results of operations.
• Subject to complex and evolving regulations and oversight related to data protection, privacy, and information security.
• Provision of virtual currency-related services may be subject to a highly evolving regulatory landscape, and changes could adversely affect prospects or operations.
• Subject to laws and regulations concerning escheatment of unclaimed property.
• Could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act or similar anti-bribery and anti-corruption laws in other jurisdictions.
• Subject to scrutiny under antitrust and competition laws.
• Changes in Taiwan, U.S., and foreign tax laws, as well as their application, could adversely impact financial position and operating results.
• Merchants may be subject to sales reporting and recordkeeping obligations on companies that engage in or facilitate e-commerce.
• Consolidated balance sheets may not contain sufficient amounts or types of regulatory capital to meet changing requirements worldwide.
• May from time to time become a party to litigation, regulatory scrutiny, government inquiries, and other legal or administrative disputes and proceedings.
• Focus on environmental, social, and governance responsibilities has and will likely continue to result in additional costs and risks, and may adversely impact reputation, employee retention, and willingness of customers and collaborators to do business.
• Subject to governmental export and import controls, which could impair the ability to compete in international markets and subject the company to liability.
• Foreign government initiatives to restrict or ban access to products in their countries could seriously harm the business.
• Dependence on third-party collaborations; if unsuccessful in establishing or maintaining strategic relationships, or if third parties fail to deliver services, business could be adversely affected.
• Providers of payment solutions depend on direct and sponsored membership in payment networks and compliance with rules, or relationships with sponsoring financial institutions; changes could harm the business.
• Reliance on bank relationships to provide payments and custodial services; loss of a critical banking or insurance relationship could adversely impact the business.
• Reliance on AWS, a third-party cloud system, for the vast majority of computing, storage, bandwidth, and other services; any service interruption could disrupt or interfere with operations.
• Dependence on major mobile operating systems and third-party platforms (e.g., Google Play, Apple App Store) for the distribution of certain products.
• Taiwan subsidiaries are subject to restrictions on paying dividends or making other payments to the parent company, which may restrict the ability to satisfy liquidity requirements.
• Taiwan subsidiaries are subject to foreign exchange control imposed by Taiwan authorities, which may affect paying dividends, repatriating interest, or making other payments.
• May be required to obtain approvals from the Taiwan authority for investment in Taiwan subsidiaries if shareholding by any PRC person reaches the threshold for such approval.
• Lack of requisite approvals, licenses, permits, or filings or failure to comply with any requirements of Taiwan laws, regulations, and policies may materially and adversely affect daily operations.
• Cross-Straits relationship imposes macroeconomic risks which could negatively affect the business.
• The direct listing differs significantly from an underwritten initial public offering; the impact of brand awareness and consumer/investor recognition on demand for Class A Common Shares is unpredictable.
• The trading prices of Class A Common Shares are likely to be volatile, which could result in substantial losses to holders and could subject the company to litigation.
• An active, liquid, and orderly trading market for Class A Common Shares on Nasdaq might not develop or be sustained.
• Investors in Class A Common Shares may be unable to bring claims under Sections 11 and 12(a)(2) of the Securities Act due to tracing requirements, which may limit available remedies.
• Certain shareholders are expected to have different contractual lock-up agreements or other contractual restrictions on transfer from what is customary in an underwritten initial public offering, potentially leading to sales of substantial amounts of Class A Common Shares and price decline.
• May not be able to meet each of the quantitative requirements of the Nasdaq Global Market's Market Value Standard for direct listings.
• If equity research analysts do not publish research or reports about the business, or if they issue unfavorable commentary or downgrade Class A Common Shares, the price could decline.
• Issuance of additional share capital in connection with financings, acquisitions, investments, equity incentive plans, or otherwise will dilute all other shareholders.
• The CEO has control over key decision-making as a result of his control of a majority of the voting rights of outstanding common shares and the dual-class share structure.
• As a controlled company, the company will rely on exemptions from certain Nasdaq corporate governance standards, which may afford less protection to holders of Class A Common Shares.
• The company does not intend to pay dividends for the foreseeable future, and as a result, the ability to achieve a return on investment will depend on appreciation in the price of Class A Common Shares.
• As an emerging growth company, reduced reporting and disclosure requirements may make Class A Common Shares less attractive to investors.
• As a foreign private issuer, the company is exempt from certain U.S. proxy rules and disclosure requirements under the Exchange Act, which may afford less protection to holders of Class A Common Shares.
• The company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.
• Shareholders may face difficulties in protecting their interests, and the ability of U.S. authorities to bring actions against the company may be limited in foreign jurisdictions where it operates.
• As a Cayman Islands holding company with no operations of its own, the company depends on its subsidiaries for cash to fund operations and expenses, including future dividend payments.
• Cayman Islands law differs from the laws in effect in the United States and may afford less protection to shareholders.
• The company may be or may become a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences to holders of Class A Common Shares that are U.S. investors.

Future Outlook

The company expects its blockchain-powered payment business to be the primary driver of future expansion, with plans to expand OwlPay Wallet Pro to support more blockchains like Base and diversify stablecoin offerings for broader conversion corridors and foreign exchange. It aims to grow OwlNest PMS internationally to strengthen SaaS revenue. While marketing, sales, and R&D expenses are expected to increase in absolute terms in the near future due to investments in new products, international expansion, and public company operations, general and administrative expenses are projected to decrease as a percentage of revenue long-term. The company anticipates sufficient liquidity for the next 12 months from current cash and recent private placements, and intends to retain all available funds for business development, not paying cash dividends in the foreseeable future. Strategic acquisitions of payment gateways and PMS providers are also being considered for growth.

Management Comments

• Our mission is to use blockchain technology to provide businesses with more reliable and transparent data management, to reinvent global flow of funds for businesses and consumers and to lead the digital transformation of business operations.
• We believe in the power of blockchain technology and have focused on leveraging it to optimize and in some cases transform the way enterprises operate.
• We believe our payment business powered by blockchain technology will be the most significant driver of our future business expansion plans.
• We believe our expansion into new products and markets from our current customer-centric businesses will enable us to capture cross-selling opportunities with our existing relationships in the e-commerce and hospitality industries, and to grow into a comprehensive cross-border payment solution suite and business ecosystem.
• By offering modernized, streamlined end-to-end payment solutions, we believe that we are well-positioned to capitalize on our early mover advantage in the blockchain-enabled payment industry to capture a meaningful share of the growing B2B and B2C markets.
• We believe the following competitive strengths contribute to our success and differentiate us from our competitors: Early mover advantage in the payment industry; Our global licensing infrastructure; Our AML and cybersecurity capability; Our understanding of blockchain technology and its diverse applications; Our platform in business services.
• We believe the stablecoin-based payments market will continue to expand, and we plan to continue to grow and develop our conversion services offerings with more stablecoins, including EURC, ZUSD, and GYEN.
• We believe our global licensing portfolio better positions us in dealing with the evolving regulatory landscape and expanding our reach for clients and potential collaborations with financial service providers in various jurisdictions.
• We believe our experience with the e-commerce and hospitality sectors has the potential to provide a network of established customers and market players who are an initial market for our payment products and services.
• We believe this will allow us to expand faster and at lower cost than entities that lack an established customer base.
• We believe the combination of our various service offerings will create the potential for a diverse and recurring revenue stream through our payment business, where payment volume is endogenously generated and captured within our OwlTing Group ecosystem.
• We believe OwlPay is one of the first movers in this space and has successfully developed of a platform using stablecoin as an efficient means of settlement for our primary customers, such as international e-commerce platforms and OTAs.
• By leveraging our early mover advantages, we believe we are well-positioned to capture the opportunity for blockchain-based payment services and expand our customer base in the underserved market.
• We believe this offering will help drive broader adoption and increase demand for our services.
• We believe we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merit.
• We consider our employee relations to be good and we have not experienced any work stoppages.

Industry Context

The global payment industry is experiencing robust growth, with transaction values reaching US$1.8 quadrillion and revenues exceeding US$2.4 trillion in 2023, projected to grow at a 5% annual rate. Cross-border transactions, a key focus for OBOOK, generated US$288 billion in revenue in 2023, a 20% increase. The B2B cross-border payments market alone reached US$210 billion in 2023, still heavily reliant on legacy systems, which presents a significant opportunity for fintech innovators like OBOOK leveraging blockchain. The global remittance market is also growing, valued at US$50 billion in 2023, but remains expensive, creating demand for low-cost providers. The fintech blockchain market is rapidly expanding, estimated at US$4.7 billion in 2024 with a projected CAGR of 47%. Stablecoins, particularly USDC, are gaining significant traction, accounting for 50% of total transactions since January 2024, with high adoption rates in emerging markets like Latin America. The regulatory landscape for digital assets is evolving, with new U.S. legislation (GENIUS Act, CLARITY Act) aiming to provide clarity and oversight, which could impact market participants.

Comparison to Industry Standards

• According to CB Insights' latest Stablecoin Market Map, OwlTing ranks among the top 2 global players in the Enterprise & B2B category, with a Mosaic score of 832, demonstrating leadership in blockchain-powered financial infrastructure for businesses.
• OwlPay differentiates itself by offering comprehensive and flexible service offerings rooted in real-world cross-border business payment needs, standing out in its regulatory landscape and extensive AML/KYC package.
• OwlPay is noted as one of the first movers to successfully develop a platform using USDC as an efficient means of settlement for international e-commerce platforms and OTAs.
• The company's AML system is designed to scan transactions across bank accounts, digital asset wallets, and between them, integrating industry-leading service providers like Sumsub and Chainalysis.
• OBOOK Holdings is compliant with international security standards such as ISO 27001 and PCI DSS, which are critical for payment card acceptance and information security.
• The average cost of sending US$200 globally was 6.4% in Q4 2023 (World Bank Group), highlighting the inefficiency of traditional systems that OwlPay aims to undercut with lower-cost, faster stablecoin-based solutions.
• The planned integration with VISA Direct is expected to enable nearly instant transfers with lower fees compared to traditional SWIFT transfers, aligning with industry trends towards faster and cheaper cross-border payments.

Management Changes

Corporate Governance

Legal Proceedings

• The company is currently not a party to any material legal or administrative proceedings.
• The company may from time to time be subject to various legal or administrative claims and proceedings arising from the ordinary course of business.

Related Party Transactions

• Borrowings from Mr. Darren Wang (founder, chairman, and CEO) were US$1,243,058 as of December 31, 2024, and US$1,356,093 as of June 30, 2025. These are interest-free and subject to automatic annual extension.
• Payables to Mr. Darren Wang were US$10,332 as of December 31, 2024, and US$500 as of June 30, 2025.
• Borrowings from Mr. Chung-Han Hsieh (co-founder, director, and CTO) were US$470,000 as of December 31, 2024, and June 30, 2025. These are interest-free and subject to automatic annual extension.
• Key management personnel provided real estate as collateral for the company's long-term borrowings.
• Key management personnel purchased 230,081 Class A Common Shares for a total cash consideration of US$1.62 million in 2024.
• Te-Yung Hsu (director) is an investor in SAFE agreements from 2025, with an amount of US$700,000.
• SBI Digital Strategic Investment Co., Ltd., a major shareholder, has an Investor Rights Agreement granting demand, Form F-3, and piggyback registration rights for their common shares.

Stakeholder Impact

• Shareholders face potential dilution from future equity issuances and equity incentive plans, and their influence on corporate matters is limited by the CEO's concentrated control (67.2% voting power) and the dual-class share structure.
• Shareholders will rely on price appreciation for investment returns as the company does not anticipate paying cash dividends in the foreseeable future.
• Shareholders may have fewer legal protections compared to investors in a traditional IPO or U.S. domestic companies due to tracing requirements in direct listings, and the company's foreign private issuer and controlled company status.
• Employees are incentivized through equity-based compensation plans, but the company experienced workforce restructuring in 2024, leading to temporary lower average monthly salary expenses.
• Customers benefit from enhanced payment solutions (OwlPay) offering secure, real-time, and cost-effective cross-border transactions, expanded payment options including stablecoins, and improved hospitality management (OwlNest) and e-commerce (OwlTing Market).
• Customers face risks of service interruptions, data breaches, and fraud, which could negatively impact trust and usage of the company's products and services.
• Suppliers may benefit from streamlined payouts through the company's payment solutions, but face risks if the company's suppliers limit or stop providing merchandise, particularly for the e-commerce segment.
• Creditors are exposed to the company's increasing liabilities and potential need for additional capital, with existing and future debt potentially containing restrictive covenants.
• Regulatory bodies will continue to scrutinize the company due to the evolving regulatory landscape for digital assets and international operations, requiring ongoing compliance with AML, CTF, sanctions, data protection, and financial services regulations.

Next Steps

• Class A Common Shares are expected to begin trading on Nasdaq on or about [blank], 2025.
• The remaining 850,000 Class A Preferred Shares are expected to be redeemed within two months after the direct listing.
• Continue to expand OwlPay business operations organically by leveraging existing and future business collaborations.
• Explore strategic acquisitions and transactions, including payment gateways and PMS providers.
• Expand regional licensing and approvals to operate in additional jurisdictions, including remaining U.S. states, Japan, Singapore, Hong Kong, the EU, the United Kingdom, and South America.
• Further develop and release services for individual customers that integrate payment services offered by card networks, such as VISA Direct.
• Expand OwlPay Wallet Pro services to support more blockchains, including Base.
• Diversify stablecoin offerings to enable a broader set of conversion corridors between fiat currencies and stablecoins, and facilitate foreign exchange transactions using stablecoins.
• Expects to upgrade the qualification as a Crypto Asset Service Provider (CASP) under Markets in Crypto-Assets Regulation (MiCAR) in the EU.
• Intends to file a registration statement on Form S-8 under the Securities Act to register all shares subject to its equity compensation plans.

Key Dates

Recommendation

The company demonstrates strong growth in its payment services segment, driven by strategic acquisitions and an early-mover advantage in blockchain-enabled cross-border payments. Its global licensing efforts and robust technology infrastructure are positive indicators for long-term potential in a rapidly expanding market. However, the significant increase in net operating losses and overall net loss, coupled with the inherent volatility and regulatory uncertainties of the digital asset space, presents considerable short-to-medium term risks. The direct listing process itself carries unique risks compared to a traditional IPO, including potential price volatility and limited investor protections. While the long-term vision is compelling, the current financial performance and market uncertainties suggest a 'Hold' recommendation, advising investors to monitor execution of growth strategies and improvements in profitability before making further investment decisions.

Keywords

Blockchain, Payments, Fintech, Hospitality, E-commerce, Stablecoin, USDC, Cross-border payments, Digital assets, Nasdaq, Direct listing, Taiwan, OwlPay, OwlNest, OwlTing Market, SaaS, API, Money transmitter, VASP, AML, KYC, Corporate governance