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

OBOOK Holdings Inc., a blockchain technology company, filed an amended F-1 registration statement for a direct listing on Nasdaq, aiming to expand its payment services and global presence.

Summary

• OBOOK Holdings Inc. (OwlTing Group), a blockchain technology company headquartered in Taipei, Taiwan, filed an amended F-1 registration statement for a direct listing on Nasdaq.
• The filing relates to the registration of the resale of up to 4,729,695 Class A Common Shares by existing shareholders; the listing is not being underwritten by any investment bank.
• The company's business segments in 2024 were Payments (53% of total revenue), Hospitality (37%), and E-commerce (10%).
• Total revenue increased by 18.3% from US$6.4 million in 2023 to US$7.6 million in 2024, primarily driven by payment services.
• Gross profit decreased by 20.6% from US$1.27 million in 2023 to US$1.01 million in 2024.
• Net operating loss increased by 31.5% from US$6.78 million in 2023 to US$8.92 million in 2024.
• Net loss increased by 51.5% from US$6.78 million in 2023 to US$10.27 million in 2024.
• Gross Payment Volume (GPV) for payment services grew by 62.5% to US$218.6 million in 2024.
• Active Accounts on payment platforms increased by 9.7% to 3,901 as of December 31, 2024.
• OwlNest Annual Recurring Revenue (ARR) from PMS subscriptions increased by 25% to US$965,630 as of December 31, 2024.
• OwlNest Dollar-Based Net Retention Rate increased to 107.7% as of December 31, 2024.
• The company acquired PayNow, a Taiwanese payment gateway service provider, in May 2023 for US$2.1 million.
• OBOOK Holdings holds money transmitter licenses (MTLs) in 35 U.S. states, Virtual Asset Service Provider (VASP) registration in Poland, and Electronic Payment Instrument Service Provider (EPISP) registration in Japan, with applications pending for additional licenses.
• Darren Wang, the founder and CEO, will have 67.2% of the total voting power, making OBOOK Holdings a controlled company under Nasdaq rules.

Sentiment

Score: 4

Explanation: While the company shows strong operational growth in key metrics like GPV and OwlNest ARR, and has a clear strategic vision for its blockchain-powered payment services, the significant increase in net losses and negative working capital position in 2024 raise concerns about short-term profitability and financial stability. The direct listing without an underwriter introduces higher volatility risks. The company's strong market positioning in the niche stablecoin B2B sector and ongoing licensing efforts are positive long-term indicators, but the current financial performance warrants a cautious 'hold' stance until there is clearer evidence of improved profitability and sustained positive cash flow from operations. The concentrated voting power with the CEO and reliance on exemptions as a controlled foreign private issuer also add to governance considerations.

Positives

• Total revenue increased by 18.3% to US$7.6 million in 2024, primarily driven by enhanced payment services.
• Gross Payment Volume (GPV) for payment services grew significantly by 62.5% to US$218.6 million in 2024.
• The number of Active Accounts on payment platforms increased by 9.7% to 3,901 as of December 31, 2024.
• OwlNest Annual Recurring Revenue (ARR) from PMS subscriptions increased by 25% to US$965,630 as of December 31, 2024.
• OwlNest's Dollar-Based Net Retention Rate improved to 107.7% in 2024, indicating strong customer retention and expansion within its hospitality software segment.
• The strategic acquisition of PayNow in May 2023 successfully enhanced payment offerings and expanded the customer base, contributing to revenue growth.
• OwlTing is ranked among the top 2 global players in the Enterprise & B2B category of CB Insights' Stablecoin Market Map, with a high Mosaic score of 832, underscoring its leadership in blockchain-powered financial infrastructure.
• The company is actively building a global licensing infrastructure, holding MTLs in 35 U.S. states, VASP registration in Poland, and EPISP registration in Japan, with further applications underway in the EU, Japan, Singapore, and Hong Kong.
• Cumulative funds raised since inception amount to approximately US$72.8 million, including US$16.6 million via equity and US$2.5 million via SAFE agreements in 2025, providing a strong foundation for global expansion.
• Demonstrates early mover advantage in blockchain and stablecoin-based payment solutions, offering a one-stop payment framework.
• Robust AML and cybersecurity capabilities are in place, leveraging industry-leading service providers and complying with international standards like ISO 27001 and PCI DSS.
• Strategic collaborations with major financial and digital asset ecosystem partners such as Circle, Coinbase Prime, MoneyGram, MoonPay, VISA, and NIUM enhance service offerings and reach.

Negatives

• Gross profit decreased by 20.6% from US$1.27 million in 2023 to US$1.01 million in 2024.
• Net operating loss increased by 31.5% from US$6.78 million in 2023 to US$8.92 million in 2024.
• Net loss increased significantly by 51.5% from US$6.78 million in 2023 to US$10.27 million in 2024.
• Experienced substantial foreign currency exchange losses of US$1,053,705 in 2024, a significant negative swing from a gain of US$87,642 in 2023.
• E-commerce platform revenue decreased by 12.9% in 2024 due to adjustments in product offerings, including the temporary cessation of fruit import business.
• Hospitality-related platform services revenue decreased by 14.7% in 2024, primarily due to reduced tourist activities in Taiwan following an earthquake in April 2024.
• Discontinued NFT-related services in 2024 due to numerous controversies and unclear regulations.
• General and administrative expenses increased by 55.7% to US$5.23 million in 2024, partly due to higher professional service fees related to IPO preparation and license applications.
• Research and development expenses increased by 15.2% to US$2.57 million in 2024, attributed to investments in cloud service performance and price increases by providers.
• The company reported an accumulated deficit of US$60,612,910 as of December 31, 2024.
• Total current liabilities exceeded total current assets by US$4,368,050 as of December 31, 2024, indicating a negative working capital position.

Risks

• Growth may not be sustainable and depends on the ability to retain existing customers, attract new ones, 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.
• Faces substantial and increasingly intense competition worldwide, including in the global payments industry, from unregulated or less-regulated companies and those with greater financial resources.
• A 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 or enhancements, especially in areas with little 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.
• 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.
• 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 to support operations and growth, and financing may not be available on reasonable terms or at all, with existing/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 or a reduction in their transaction volume 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 on certain topics, including digital assets.
• The future development and growth of digital assets, particularly stablecoins, are subject to unpredictable factors; if adoption does not grow as expected, the business could be adversely affected.
• Unfamiliarity and negative publicity associated with the blockchain economy may lead to less confidence in or receptiveness to stablecoin payment services or digital asset wallet products.
• Technical issues with the integration of digital assets and changes/upgrades to their underlying networks could adversely affect the business.
• Holding stablecoins and other digital assets for business operations subjects the company to associated risks, and the amount held is expected to increase with business growth.
• Depositing and withdrawing digital assets into and from products involve risks, potentially resulting in loss of customer assets, customer disputes, and other liabilities.
• The status of a particular digital asset, product, or service as a security in any relevant jurisdiction is highly uncertain; mischaracterization could lead to regulatory scrutiny, fines, and penalties.
• Business interruptions or systems failures, including disruptions in supported blockchain networks, may impair availability of services, result in loss of customers or funds.
• 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, systems, product defects, security breaches, incidents, or human error.
• Obtaining and processing large amounts of sensitive customer data exposes the company to risks; improper use, disclosure, or access 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 in various jurisdictions, leading to fines, penalties, or 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.
• Extensive regulations and supervision by regulatory and law enforcement agencies regulating financial products and enforcing consumer protection laws; changes could adversely affect financial condition.
• 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; 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.
• Sales reporting and recordkeeping obligations on e-commerce companies to improve tax compliance could increase costs.
• Consolidated balance sheets may not contain sufficient amounts or types of regulatory capital to meet changing requirements.
• 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 (ESG) responsibilities may result in additional costs and risks, and adversely impact reputation, employee retention, and customer/collaborator willingness to do business.
• Subject to governmental export and import controls, which could impair ability to compete internationally and subject to liability.
• Foreign government initiatives to restrict or ban access to products in their countries could seriously harm the business.
• Unsuccessful establishment or maintenance of strategic relationships with third parties, or their failure to deliver operational services, could adversely affect business.
• Dependence on direct and sponsored membership in payment networks and compliance with payment network rules, or relationships with sponsoring financial institutions; changes could harm business.
• Reliance on bank relationships to provide payments and custodial services; loss of a critical banking or insurance relationship could adversely impact business.
• Reliance on AWS, a third-party cloud system, for computing, storage, bandwidth, and other services; service interruption could disrupt operations.
• Dependence on major mobile operating systems and third-party platforms (e.g., Google Play, Apple App Store, Shopify) for distribution of certain products.
• Taiwan subsidiaries are subject to restrictions on paying dividends or making other payments to the parent company.
• Taiwan subsidiaries are subject to foreign exchange control imposed by Taiwan authorities.
• May be required to obtain approvals from the Taiwan authority for investment in Taiwan subsidiaries if shareholding by any PRC person reaches the threshold.
• 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 investor recognition on demand is unpredictable, and marketing efforts may not be successful.
• The trading prices of Class A Common Shares are likely to be volatile, which could result in substantial losses to holders and 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, limiting available remedies.
• Certain shareholders have different contractual lock-up agreements or other contractual restrictions on transfer from what is customary in an underwritten initial public offering; substantial sales could cause the trading price to 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 the company does not meet the expectations of equity research analysts, 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 due to his control of a majority of the voting rights and the dual-class share structure.
• As a controlled company, the company will rely on exemptions from certain Nasdaq corporate governance standards, affording less protection to shareholders.
• Does not intend to pay dividends for the foreseeable future; ability to achieve a return on investment will depend on appreciation in share price.
• As an emerging growth company, the 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, which may afford less protection to shareholders.
• May lose foreign private issuer status in the future, resulting 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.
• 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.
• Cayman Islands law differs from U.S. law and may afford less protection to shareholders.
• May be or may become a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences to U.S. investors.

Future Outlook

The company expects its payment business, particularly stablecoin-related services, to be the most significant driver of future expansion. Plans include expanding OwlPay Wallet Pro to support more blockchains like Base, diversifying stablecoin offerings for broader conversion corridors, and facilitating foreign exchange transactions using stablecoins. Management anticipates increasing investment in R&D and sales/marketing for global expansion, expecting general and administrative expenses to decrease as a percentage of revenue long-term, but increase in absolute terms near-term due to public company operations.

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 that our current cash, cash inflow expected from payment business expansion and creation of new revenue stream and cash from private placement to provide the necessary financial support to meet further short-term capital needs and to fund our current obligations, including the accrued dividends on and the redemption of all Class A Preferred Shares shortly after this direct listing, projected working capital requirements, debt service requirements and capital spending requirements at least for the next 12 months.

Industry Context

The global payment industry is robust, handling US$1.8 quadrillion in transaction value in 2023, with revenues exceeding US$2.4 trillion and projected to reach over US$3.1 trillion by 2028. Cross-border transaction revenue alone was US$288 billion in 2023, a 20% increase. The B2B cross-border payments market saw significant growth, totaling US$210 billion in 2023, with strong double-digit growth in North America, Latin America, EMEA, and a 25% increase in Asia-Pacific (excluding China). The global remittance market (C2C) was valued at US$50 billion in 2023, with a projected CAGR of 10.5% to US$135.7 billion by 2033, highlighting inefficiencies in traditional systems (average cost of sending US$200 globally was 6.4% in Q4 2023). The fintech blockchain market is rapidly expanding, estimated at US$4.7 billion in 2024 and expected to reach US$31.8 billion by 2029 (CAGR of ~47%). Digital asset wallets are also growing, projected from US$1.5 billion in 2023 to US$3.7 billion by 2033 (CAGR of 9.3%). USDC, a stablecoin utilized by OBOOK, has shown rapid market share gains, accounting for 50% of total transactions and US$456 billion in volume in a single week in early 2024.

Comparison to Industry Standards

• OwlTing is ranked among the top 2 global players in the Enterprise & B2B category of CB Insights' Stablecoin Market Map, with a Mosaic score of 832, demonstrating strong market positioning and growth potential in the enterprise stablecoin ecosystem.
• The global payment industry handled US$1.8 quadrillion in transaction value in 2023, with global payment revenue reaching over US$2.4 trillion in 2023 and expected to exceed US$3.1 trillion by 2028, suggesting a large and growing market for OwlTing's payment services.
• Global revenue from cross-border transactions was estimated at US$288 billion in 2023, a 20% increase from the previous year, indicating robust market dynamics that OwlTing's OwlPay targets.
• The average cost of sending US$200 globally was 6.4% in Q4 2023, highlighting the high costs in traditional remittance markets that OwlPay aims to disrupt with lower-cost stablecoin solutions.
• The fintech blockchain market is estimated to grow at a CAGR of approximately 47% from 2024 to 2029, significantly outpacing the general payment industry growth, positioning OwlTing in a high-growth sub-segment.
• USDC, a stablecoin OwlTing heavily utilizes, accounted for US$456 billion in transaction volume in a single week in early 2024, compared to US$89 billion for Tether's USDT, indicating strong adoption of USDC in the market.

Management Changes

Corporate Governance

Legal Proceedings

• Currently not a party to any material legal or administrative proceedings.

Related Party Transactions

• Borrowings from Mr. Darren Wang (founder, chairman, and CEO) amounted to US$1,243,058 as of December 31, 2024. These borrowings are interest-free and subject to automatic annual extension.
• Payables to Mr. Darren Wang amounted to US$10,332 as of December 31, 2024.
• Borrowings from Mr. Chung-Han Hsieh (co-founder, director, and CTO) amounted to US$470,000 as of December 31, 2024. These borrowings are interest-free and subject to automatic annual extension.
• Key management personnel provided real estate as collateral for the company's secured 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.

Stakeholder Impact

• Shareholders: Potential for dilution from future equity issuances; volatility in share price due to the direct listing nature; limited influence on corporate matters due to the dual-class structure and controlled company status; reliance on price appreciation for return as no dividends are planned; and fewer legal protections as a foreign private issuer.
• Employees: Equity-based compensation to attract and retain talent; potential for increased workload and distraction due to public company requirements; and challenges in preserving company culture during growth.
• Customers: Enhanced payment solutions, faster and cheaper cross-border transactions, and expanded payment options (fiat, stablecoin); however, also face potential for service interruptions or data breaches and impact of evolving regulatory changes on digital asset services.
• Suppliers/Vendors: Opportunities for integration with OwlPay; however, also face risks related to supplier defaults or changes in contractual terms.
• Creditors: Subject to debt service obligations; potential for additional debt financing.

Next Steps

• Expand OwlPay Wallet Pro services to support more blockchains, including Base.
• Diversify stablecoin offering to enable a broader set of conversion corridors between fiat currencies and stablecoins, and facilitate foreign exchange transactions using stablecoins.
• Further develop and release services for individual customers integrating payment services offered by card networks, such as VISA Direct.
• Apply for MTLs in remaining states in the United States, an Electronic Money Institution (EMI) license in the EU, a fund transfer service license and a stablecoin license in Japan, a major payment institution license in Singapore, and a money service operator license in Hong Kong.
• Upgrade qualification as a Crypto Asset Service Provider (CASP) under Markets in Crypto-Assets Regulation (MiCAR) in the EU.
• Expand to Brazil, Argentina, and other markets in South America where virtual asset services could be provided without licensing requirements.
• 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.
• File a registration statement on Form S-8 under the Securities Act to register all shares subject to equity compensation plans.
• Redeem all remaining Class A Preferred Shares shortly after the direct listing, expected within two months following the listing.

Key Dates

Recommendation

While OBOOK Holdings demonstrates strong operational growth in key metrics like GPV and OwlNest ARR, and has a clear strategic vision for its blockchain-powered payment services, the significant increase in net losses and negative working capital position in 2024 raise concerns about short-term profitability and financial stability. The direct listing without an underwriter introduces higher volatility risks. The company's strong market positioning in the niche stablecoin B2B sector and ongoing licensing efforts are positive long-term indicators, but the current financial performance warrants a cautious 'hold' stance until there is clearer evidence of improved profitability and sustained positive cash flow from operations. The concentrated voting power with the CEO and reliance on exemptions as a controlled foreign private issuer also add to governance considerations.

Keywords

Blockchain, Payments, Stablecoin, Fintech, Hospitality, E-commerce, Cross-border payments, Nasdaq, Direct Listing, Taiwan, OwlPay, OwlNest, USDC, AML, KYC, SaaS, API, Digital Assets, Corporate Governance