OWLS 6-K
Obook Holdings Inc. (OWLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
April 2026
Commission File Number: 001-42858
OBOOK Holdings Inc.
9F., No. 28, Wencheng Rd., Beitou Dist.,
Taipei City 112, Taiwan,
Republic of China
+886-2-6610-0180
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
TABLE OF CONTENTS
Exhibit 99.1 |
|
OBOOK Holdings Inc. Announces Financial Results for the Full Year 2025 Ended December 31, 2025
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
OBOOK Holdings Inc. |
||
|
|
|
By: |
|
/s/ Chun-Kai Wang |
Name: |
|
Chun-Kai Wang |
Title: |
|
Chairman and Chief Executive Officer |
Date: April 29, 2026
EX-99.1
OBOOK Holdings Inc. Announces Financial Results for the Full Year 2025 Ended December 31, 2025
Arlington, Virginia, United States, April 29, 2026 – OBOOK Holdings Inc. (NASDAQ: OWLS) (the “Company” or “OwlTing”), a blockchain technology company operating as the OwlTing Group, today announced full year 2025 results and highlighted the completion of the core infrastructure buildout underlying OwlPay, its compliant global settlement platform for stablecoin-enabled cross-border payments.
During 2025, the Company completed its Nasdaq direct listing, expanded U.S. regulatory coverage to 39 state money transmitter licenses, integrated key settlement rails, including Circle Payments Network, and positioned OwlPay for enterprise-scale onboarding and commercialization in 2026.
Full Year 2025 Highlights: The Infrastructure Buildout Year
Recent Operational Highlights
Management Commentary
Darren Wang, Founder and Chief Executive Officer at OwlTing Group, commented, “2025 was a foundational year for OwlTing. We completed our Nasdaq direct listing and, more importantly, the core buildout of the infrastructure we believe will power the next phase of compliant, stablecoin-enabled cross-border settlement, spanning OwlPay Harbor, payment gateway connectivity, wallet infrastructure, and consumer applications.
As of April 2026, OwlPay Harbor continues onboarding 36 enterprise clients across multiple geographies and verticals, which we view as a meaningful early indicator of enterprise demand forming around the infrastructure we built. 2025 was a year of building infrastructure; from 2026 onward, we are advancing enterprise adoption and commercial expansion.”
Winnie Lin, Chief Financial Officer at OwlTing Group, stated, “Our 2025 financial profile reflects a deliberate transition year. Revenue of US$7.9 million was primarily generated by our existing Taiwan-based businesses, fiat payment gateway services, hospitality software, and e-commerce. What we were doing in parallel was building something fundamentally different: the global payment and stablecoin settlement infrastructure underpinning OwlPay Harbor, including 39 U.S. state money transmitter licenses, Circle Payments Network integration, and the full enterprise on-ramp, off-ramp, wallet, and payout connectivity stack. That buildout was deliberate, and 2025 results should be viewed in that context.
The reported results include US$16.8 million in non-cash share-based compensation and approximately US$6.9 million in non-recurring listing-related expenses, together accounting for US$23.7 million. Excluding these items, the underlying operating loss improved to US$8.2 million from US$10.3 million in 2024, with the adjusted recurring cost base essentially flat year-over-year. Entering 2026, those listing costs fall away, and the infrastructure we spent 2025 building is live. OwlPay Harbor is designed to generate international, transaction-based, infrastructure-driven revenue, which is a fundamentally different profile from our 2025 mix. Certain Visa Direct-enabled use cases carry higher fee economics than core settlement flows, adding yield as volume scales. With a largely fixed cost structure, we expect incremental transaction revenue to flow through at structurally favorable margins as enterprise clients activate.”
Full Year 2025 Financial Results
Throughout this press release, references to "Adjusted" financial measures exclude share-based compensation expenses recognized in connection with RSUs and RSAs granted under the Company's Share Incentive Plan. These non-IFRS measures are not prepared in accordance with IFRS and should not be considered a substitute for IFRS financial results.
Revenue
Total revenue was US$7.9 million in 2025, compared to US$7.6 million in 2024. Revenue performance during the period should be viewed in the context of a transition year, during which the Company intentionally prioritized the completion of its core payment infrastructure over short-term revenue acceleration.
Cost of Revenue
Cost of revenue in 2025 was US$7.7 million compared to US$6.6 million in 2024, an increase of 16.7%, primarily reflecting the growth of the Company’s payment business and the inclusion of approximately US$0.9 million in non-cash share-based compensation recognized within cost of revenue.
Gross Profit
Gross profit in 2025 was US$0.2 million compared to US$1.01 million in 2024. Gross margin decreased to 2.6% from 13.3% in 2024, primarily due to the impact of share-based compensation expenses recognized within cost of revenue.
Adjusted gross profit (defined as gross profit excluding non-cash share-based compensation expenses recognized within cost of revenue) in 2025 grew 11.2% to US$1.1 million from US$1.0 million in 2024.
Operating Expenses
Operating expenses totaled US$32.4 million in 2025, compared with US$9.9 million in 2024. The significant increase was primarily attributable to share-based compensation expenses recognized in connection with RSUs and RSAs granted under the Company’s share incentive plan, as well as higher legal, professional, and listing-related expenses incurred in connection with the Company’s Nasdaq listing in October 2025.
Net Loss
Net loss was US$31.9 million in 2025 compared to US$10.3 million in 2024. The significant increase was primarily attributable to share-based compensation expenses recognized in connection with RSUs and RSAs granted under the share incentive plan, as well as non-recurring listing-related professional expenses.
Liquidity and Capital Resources
Operating cash outflows totaled US$11.5 million in 2025, compared to US$9.1 million in 2024. The increase was primarily attributable to higher payments to suppliers and professional service providers, including non-recurring costs associated with the Company’s public listing in 2025. As of December 31, 2025, the Company had cash and restricted cash of US$9.4 million, compared to US$8.7 million as of December 31, 2024. Net cash provided by financing activities was US$13.6 million, primarily attributable to the capital in connection with equity financing during the year. During 2025, the Company raised US$16.6 million through equity financings and US$2.5 million through SAFE agreements. Subsequent to year-end, on April 3, 2026, the Company entered into a Securities Purchase Agreement with Lind Global Asset Management XV LLC for US$10 million in gross proceeds, with access to up to US$50 million in total funding subject to mutual consent, further strengthening the Company's liquidity position to support continued execution of its infrastructure and commercialization roadmap.
Share Repurchase Program
On November 26, 2025, the Company announced that its Board of Directors authorized a share repurchase program of up to US$10 million of the Company’s Class A common stock. The repurchase program, effective for nine months, reflects the Board’s view that the repurchase authorization provides flexibility in capital allocation as the Company executes its long-term infrastructure strategy and evaluates near-term catalysts across its payment technology pipeline. Under the authorization, OwlTing may repurchase shares from time to time in the open market or through other methods permitted under applicable law, including pursuant to a Rule 10b5-1 trading plan, in accordance with applicable securities laws and Rule 10b-18 under the U.S. Securities Exchange Act of 1934. The Company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended, or terminated at any time based on market conditions, corporate needs, or other factors deemed relevant by the Company.
As of December 31, 2025, the Company had repurchased approximately 15,855 Class A Common Shares for approximately US$0.1 million at an average price of US$6.59 per share. As of December 31, 2025, approximately US$9.9 million remained available under the program.
Conference Call Information
The Company’s management team will host a conference call at 8:30 Eastern Time on April 30, 2026 to discuss the financial results and recent business developments. Details of the webcast are as follows:
A live and archived webcast of the conference call will be available on the Company’s investors relations website at https://www.owlting.com/portal/?lang=en
About OBOOK Holdings Inc. (NASDAQ: OWLS)
OBOOK Holdings Inc. (NASDAQ: OWLS) is a blockchain technology company operating as the OwlTing Group. The Company was founded in Taiwan, with subsidiaries in the United States, Japan, Poland, Singapore, Hong Kong, Thailand, and Malaysia. The Company operates a diversified ecosystem across payments, hospitality, and e-commerce. In 2026, OwlTing was 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 region with a 42% CAGR. In 2025, OwlTing was ranked among the top 2 global players in the "Enterprise & B2B" category by CB Insights' Stablecoin Market Map. The Company’s 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 business operations. To this end, the Company introduced OwlPay, a Web2 and Web3 hybrid payment solution, to empower global businesses to operate confidently in the expanding stablecoin economy. For more information, visit https://www.owlting.com/portal/?lang=en.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of applicable securities laws. These statements relate to future events or the Company’s future financial or operating performance and involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements can often be identified by words such as “may,” “will,” “expect,” “anticipate,” “plan,” “intend,” “believe,” “estimate,” or similar expressions. These forward-looking statements are based on the Company’s current expectations and assumptions and speak only as of the date of this announcement. The Company undertakes no obligation to update any forward-looking statements, except as required by law. Investors are cautioned not to place undue reliance on these statements and are encouraged to review the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission.
Non-IFRS Financial Measures
This press release presents certain non-IFRS financial measures, including non-IFRS cost of revenue, non-IFRS gross profit, non-IFRS gross margin, non-IFRS marketing and sales expenses, non-IFRS general and administrative expenses, and non-IFRS research and development expenses, which exclude share-based compensation expenses recognized in connection with restricted share units (RSUs) and restricted share awards (RSAs) granted under the Company's Share Incentive Plan. These non-IFRS financial measures are not prepared in accordance with IFRS Accounting Standards and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with IFRS. Other companies may calculate similarly titled measures differently, which reduces their usefulness as comparative measures. A reconciliation of each non-IFRS financial measure to its most directly comparable IFRS measure is set forth in the accompanying financial tables.
The Company believes these non-IFRS financial measures provide useful information to investors by (i) isolating the cash component of the Company's operating expenses, separate from the non-cash impact of equity-based incentives; (ii) providing a more meaningful comparison of the Company's operational performance from period to period; and (iii) reflecting the underlying trends in the Company's business operations independent of the recognition of share-based compensation.
OBOOK Holdings Inc. Investor Relations
OBOOK Holdings Inc. Media Relations
The Blueshirt Group, Investor Relations
[1] All money transmission services in the United States are provided by OwlTing USA, Inc. (NMLS ID: 2324336), a wholly owned subsidiary of OBOOK Holdings Inc. As of April 29, 2026, OwlTing Group has obtained MTL licenses or their equivalent in 40 U.S. states. The Company is actively applying for licenses in additional jurisdictions. For a list of U.S. licenses obtained, please see https://www.owlting.com/owlpay/licenses?lang=en.
[2] The US$5 billion and US$6 billion figures cited in this press release represent the aggregate estimated annual payment volume processed by these enterprise clients across their own existing businesses, based on information provided by clients at the time of engagement. They reflect the scale of enterprise activity that has selected OwlPay Harbor as a settlement infrastructure partner. These figures do not represent transaction volume processed through OwlPay Harbor, guaranteed revenue to OwlTing Group, or a financial forecast of any kind, and should not be used to derive revenue projections or financial performance estimates. The Company's share of these client flows over time will depend on individual client activation, payment corridor availability, ongoing compliance review, and platform ramp-up.
[3] The reporting scope applied as of the date of this release captures enterprise clients that have, at minimum, executed a fee schedule with the Company, representing the initial commercial commitment in OwlTing's contracting workflow, with subsequent execution of a Master Services Agreement (MSA) representing full contractual onboarding. This scope differs from the criteria used in the Company's first-quarter 2026 milestone disclosure dated March 31, 2026, which described clients with executed agreements together with clients in active onboarding processes. Period-over-period comparisons should be read with this methodology refinement in mind.
[4] Corridor information reflects the geographic regions in which the 36 enterprise clients have indicated they conduct or plan to conduct cross-border payment activity, based on information provided by the clients at the time of engagement. It does not represent transaction volume processed through OwlPay Harbor in any of these corridors and may change over time.
[5] An OwlNest Subscriber is defined as a customer with an active, paid OwlNest subscription as of the end of the applicable reporting period. The Company treats each customer account that has a corresponding contract as a unique OwlNest Subscriber, and a single organization with multiple branches may be counted as multiple OwlNest Subscribers.
OBOOK HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Financial Position
December 31, 2025 and 2024
(Expressed in U.S. Dollars)
|
|
December 31, |
|
|
December 31, |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash |
|
$ |
7,493,875 |
|
|
|
4,511,377 |
|
Restricted cash |
|
|
1,860,930 |
|
|
|
4,210,381 |
|
Accounts receivable |
|
|
400,941 |
|
|
|
299,359 |
|
Other receivables |
|
|
47,070 |
|
|
|
51,834 |
|
Current tax assets |
|
|
7,047 |
|
|
|
21,174 |
|
Prepayment |
|
|
648,064 |
|
|
|
2,135,731 |
|
Other financial assets - current |
|
|
7,100,069 |
|
|
|
5,397,240 |
|
Other current assets |
|
|
95,955 |
|
|
|
160,844 |
|
Total current assets |
|
|
17,653,951 |
|
|
|
16,787,940 |
|
Non-current assets: |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
926,596 |
|
|
|
366,350 |
|
Right-of use assets |
|
|
3,453,417 |
|
|
|
4,556,692 |
|
Other intangible assets |
|
|
421,814 |
|
|
|
391,737 |
|
Goodwill |
|
|
— |
|
|
|
287,285 |
|
Other financial assets - non-current |
|
|
675,134 |
|
|
|
721,346 |
|
Other non-current assets |
|
|
20,769 |
|
|
|
209,316 |
|
Total non-current assets |
|
|
5,497,730 |
|
|
|
6,532,726 |
|
Total assets |
|
$ |
23,151,681 |
|
|
|
23,320,666 |
|
|
|
|
|
|
|
|
||
Liabilities and Equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Contract liabilities - current |
|
$ |
1,869,172 |
|
|
|
1,735,806 |
|
Accounts payable |
|
|
1,851,494 |
|
|
|
1,687,449 |
|
Other payables |
|
|
3,711,946 |
|
|
|
2,053,402 |
|
Other payables to related parties |
|
|
2,465,324 |
|
|
|
1,723,390 |
|
Current tax liabilities |
|
|
5,888 |
|
|
|
3,909 |
|
Current provisions |
|
|
74,595 |
|
|
|
68,944 |
|
Lease liabilities - current |
|
|
1,126,510 |
|
|
|
1,177,303 |
|
Long-term borrowings, current potion |
|
|
832,233 |
|
|
|
332,974 |
|
Current preference share liabilities |
|
|
— |
|
|
|
406,366 |
|
Other current liabilities - receipts under custody |
|
|
11,705,838 |
|
|
|
11,854,693 |
|
Other current liabilities |
|
|
130,333 |
|
|
|
111,754 |
|
Total current liabilities |
|
|
23,773,333 |
|
|
|
21,155,990 |
|
OBOOK HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Financial Position
December 31, 2025 and 2024
(Expressed in U.S. Dollars)
|
|
December 31, |
|
|
December 31, |
|
||
Non-current liabilities: |
|
|
|
|
|
|
||
Long-term borrowings |
|
|
2,810 |
|
|
|
800,913 |
|
Lease liabilities - non-current |
|
|
2,780,453 |
|
|
|
3,789,208 |
|
Non-current preference share liabilities |
|
|
— |
|
|
|
1,569,999 |
|
Other non - current liabilities |
|
|
172,860 |
|
|
|
299,136 |
|
Total non-current liabilities |
|
|
2,956,123 |
|
|
|
6,459,256 |
|
Total liabilities |
|
|
26,729,456 |
|
|
|
27,615,246 |
|
Equity attributable to owners of parent: |
|
|
|
|
|
|
||
Share capital |
|
|
88,408 |
|
|
|
80,866 |
|
Advance receipts for share capital |
|
|
— |
|
|
|
2,000,000 |
|
Capital surplus |
|
|
130,456,061 |
|
|
|
51,678,353 |
|
Accumulated deficit |
|
|
(92,468,883 |
) |
|
|
(60,612,910 |
) |
Other equity |
|
|
(41,549,740 |
) |
|
|
2,555,649 |
|
Treasury share |
|
|
(104,515 |
) |
|
|
— |
|
Equity attributable to owners of the parent |
|
|
(3,578,669 |
) |
|
|
(4,298,042 |
) |
Non-controlling interest |
|
|
894 |
|
|
|
3,462 |
|
Total Equity |
|
|
(3,577,775 |
) |
|
|
(4,294,580 |
) |
Total liabilities and equity |
|
$ |
23,151,681 |
|
|
|
23,320,666 |
|
OBOOK HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Profit or Loss and Other Comprehensive Income (Loss)
For the years ended December 31, 2025, 2024 and 2023
(Expressed in U.S. Dollars)
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Revenue |
|
$ |
7,861,091 |
|
|
|
7,569,630 |
|
|
|
6,399,387 |
|
Costs of revenue |
|
|
(7,659,933 |
) |
|
|
(6,562,702 |
) |
|
|
(5,130,739 |
) |
Gross profit |
|
|
201,158 |
|
|
|
1,006,928 |
|
|
|
1,268,648 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Marketing and sales |
|
|
(3,645,049 |
) |
|
|
(2,120,196 |
) |
|
|
(2,455,895 |
) |
General and administrative |
|
|
(21,725,516 |
) |
|
|
(5,232,219 |
) |
|
|
(3,360,702 |
) |
Research and development |
|
|
(7,042,198 |
) |
|
|
(2,571,150 |
) |
|
|
(2,230,589 |
) |
Total operating expenses |
|
|
(32,412,763 |
) |
|
|
(9,923,565 |
) |
|
|
(8,047,186 |
) |
Net operating loss |
|
|
(32,211,605 |
) |
|
|
(8,916,637 |
) |
|
|
(6,778,538 |
) |
Non-operating income and expense: |
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
75,836 |
|
|
|
75,103 |
|
|
|
96,575 |
|
Foreign currency exchange gains |
|
|
835,046 |
|
|
|
7,025 |
|
|
|
87,642 |
|
Foreign currency exchange losses |
|
|
(5,979 |
) |
|
|
(1,053,705 |
) |
|
|
(16,472 |
) |
Loss on financial liabilities at fair value through profit or loss |
|
|
(76,212 |
) |
|
|
(259,418 |
) |
|
|
(143,693 |
) |
Loss on extension of preference share liabilities |
|
|
— |
|
|
|
— |
|
|
|
(26,209 |
) |
Other losses |
|
|
(303,149 |
) |
|
|
(25,741 |
) |
|
|
(24,288 |
) |
Other income |
|
|
95,104 |
|
|
|
76,365 |
|
|
|
154,226 |
|
Finance costs |
|
|
(260,676 |
) |
|
|
(177,888 |
) |
|
|
(137,210 |
) |
Total non-operating income and expenses |
|
|
359,970 |
|
|
|
(1,358,259 |
) |
|
|
(9,429 |
) |
Loss before tax |
|
|
(31,851,635 |
) |
|
|
(10,274,896 |
) |
|
|
(6,787,967 |
) |
Income tax (expenses) benefit |
|
|
(6,959 |
) |
|
|
2,616 |
|
|
|
6,729 |
|
Net loss |
|
|
(31,858,594 |
) |
|
|
(10,272,280 |
) |
|
|
(6,781,238 |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|||
Components of other comprehensive income (loss) that will be |
|
|
|
|
|
|
|
|
|
|||
Exchange differences on translation of foreign financial statements |
|
|
(841,442 |
) |
|
|
1,321,784 |
|
|
|
(53,239 |
) |
Components of other comprehensive income (loss) that will be |
|
|
(841,442 |
) |
|
|
1,321,784 |
|
|
|
(53,239 |
) |
Other comprehensive income (loss) |
|
|
(841,442 |
) |
|
|
1,321,784 |
|
|
|
(53,239 |
) |
Total comprehensive loss |
|
$ |
(32,700,036 |
) |
|
|
(8,950,496 |
) |
|
|
(6,834,477 |
) |
Loss attributable to: |
|
|
|
|
|
|
|
|
|
|||
Owners of the parent |
|
$ |
(31,852,853 |
) |
|
|
(10,269,908 |
) |
|
|
(6,748,574 |
) |
Non-controlling interests |
|
|
(5,741 |
) |
|
|
(2,372 |
) |
|
|
(32,664 |
) |
|
|
$ |
(31,858,594 |
) |
|
|
(10,272,280 |
) |
|
|
(6,781,238 |
) |
Total comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
|
|||
Owners of the parent |
|
$ |
(32,694,348 |
) |
|
|
(8,947,970 |
) |
|
|
(6,801,817 |
) |
Non-controlling interests |
|
|
(5,688 |
) |
|
|
(2,526 |
) |
|
|
(32,660 |
) |
|
|
$ |
(32,700,036 |
) |
|
|
(8,950,496 |
) |
|
|
(6,834,477 |
) |
Loss per share |
|
|
|
|
|
|
|
|
|
|||
Basic and Diluted loss per share |
|
$ |
(0.39 |
) |
|
|
(0.13 |
) |
|
|
(0.09 |
) |
OBOOK HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
(Expressed in U.S. Dollars)
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Loss for the year |
|
$ |
(31,858,594 |
) |
|
|
(10,272,280 |
) |
|
|
(6,781,238 |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|||
Depreciation expense |
|
|
1,467,313 |
|
|
|
1,257,626 |
|
|
|
869,702 |
|
Amortization expense |
|
|
106,693 |
|
|
|
83,828 |
|
|
|
78,461 |
|
Expected credit impairment loss |
|
|
224,423 |
|
|
|
— |
|
|
|
— |
|
Loss on financial liabilities at fair value through profit or loss |
|
|
76,212 |
|
|
|
259,418 |
|
|
|
143,693 |
|
Share-based compensation costs |
|
|
17,109,889 |
|
|
|
— |
|
|
|
— |
|
Impairment loss on intangible assets |
|
|
288,813 |
|
|
|
641 |
|
|
|
646 |
|
Impairment loss on property, plant and equipment |
|
|
1,783 |
|
|
|
6,183 |
|
|
|
4,136 |
|
Finance costs |
|
|
260,676 |
|
|
|
177,888 |
|
|
|
137,210 |
|
Interest income |
|
|
(75,836 |
) |
|
|
(75,103 |
) |
|
|
(96,575 |
) |
Government subsidy income |
|
|
(700 |
) |
|
|
(153 |
) |
|
|
— |
|
Profit from lease modification |
|
|
(4,458 |
) |
|
|
(15,113 |
) |
|
|
(350 |
) |
Loss on extension of preference share liabilities |
|
|
— |
|
|
|
— |
|
|
|
26,209 |
|
Income tax expenses (benefit) |
|
|
6,959 |
|
|
|
(2,616 |
) |
|
|
(6,729 |
) |
|
|
|
(12,396,827 |
) |
|
|
(8,579,681 |
) |
|
|
(5,624,835 |
) |
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in notes receivable |
|
|
— |
|
|
|
4,025 |
|
|
|
(4,025 |
) |
Decrease (increase) in accounts receivable |
|
|
(104,255 |
) |
|
|
53,997 |
|
|
|
262,285 |
|
Decrease (increase) in other receivables |
|
|
(216,985 |
) |
|
|
9,570 |
|
|
|
(45,456 |
) |
Increase in other receivables from related parties |
|
|
— |
|
|
|
— |
|
|
|
(12 |
) |
Decrease (increase) in prepayment |
|
|
1,487,667 |
|
|
|
(1,742,690 |
) |
|
|
(81,604 |
) |
Decrease (increase) in other current assets |
|
|
64,889 |
|
|
|
83,544 |
|
|
|
(58,933 |
) |
Increase in other non-current assets |
|
|
— |
|
|
|
— |
|
|
|
(1,992 |
) |
Increase (decrease) in contract liabilities |
|
|
133,366 |
|
|
|
467,503 |
|
|
|
(264,301 |
) |
Increase (decrease) in accounts payable |
|
|
164,045 |
|
|
|
(116,125 |
) |
|
|
569,998 |
|
Increase (decrease) in other payable |
|
|
(383,445 |
) |
|
|
786,680 |
|
|
|
(52,108 |
) |
Increase in provisions |
|
|
5,651 |
|
|
|
26,563 |
|
|
|
42,381 |
|
Increase (decrease) in other payable from related parties |
|
|
(8,014 |
) |
|
|
(8,236 |
) |
|
|
18,569 |
|
Decrease in other current liabilities |
|
|
(139,654 |
) |
|
|
(7,598 |
) |
|
|
(64,457 |
) |
Decrease in other non-current liabilities |
|
|
— |
|
|
|
— |
|
|
|
(64,951 |
) |
Cash used in operations |
|
|
(11,393,562 |
) |
|
|
(9,022,448 |
) |
|
|
(5,369,441 |
) |
Interest received |
|
|
75,836 |
|
|
|
75,103 |
|
|
|
96,575 |
|
Interest paid |
|
|
(223,358 |
) |
|
|
(114,823 |
) |
|
|
(107,438 |
) |
Income taxes paid |
|
|
10,189 |
|
|
|
(8,112 |
) |
|
|
(35,168 |
) |
Net cash used in operating activities |
|
|
(11,530,895 |
) |
|
|
(9,070,280 |
) |
|
|
(5,415,472 |
) |
OBOOK HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
(Expressed in U.S. Dollars)
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Loss for the year |
|
$ |
(31,858,594 |
) |
|
|
(10,272,280 |
) |
|
|
(6,781,238 |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|||
Depreciation expense |
|
|
1,467,313 |
|
|
|
1,257,626 |
|
|
|
869,702 |
|
Amortization expense |
|
|
106,693 |
|
|
|
83,828 |
|
|
|
78,461 |
|
Expected credit impairment loss |
|
|
224,423 |
|
|
|
— |
|
|
|
— |
|
Loss on financial liabilities at fair value through profit or loss |
|
|
76,212 |
|
|
|
259,418 |
|
|
|
143,693 |
|
Share-based compensation costs |
|
|
17,109,889 |
|
|
|
— |
|
|
|
— |
|
Impairment loss on intangible assets |
|
|
288,813 |
|
|
|
641 |
|
|
|
646 |
|
Impairment loss on property, plant and equipment |
|
|
1,783 |
|
|
|
6,183 |
|
|
|
4,136 |
|
Finance costs |
|
|
260,676 |
|
|
|
177,888 |
|
|
|
137,210 |
|
Interest income |
|
|
(75,836 |
) |
|
|
(75,103 |
) |
|
|
(96,575 |
) |
Government subsidy income |
|
|
(700 |
) |
|
|
(153 |
) |
|
|
— |
|
Profit from lease modification |
|
|
(4,458 |
) |
|
|
(15,113 |
) |
|
|
(350 |
) |
Loss on extension of preference share liabilities |
|
|
— |
|
|
|
— |
|
|
|
26,209 |
|
Income tax expenses (benefit) |
|
|
6,959 |
|
|
|
(2,616 |
) |
|
|
(6,729 |
) |
|
|
|
(12,396,827 |
) |
|
|
(8,579,681 |
) |
|
|
(5,624,835 |
) |
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in notes receivable |
|
|
— |
|
|
|
4,025 |
|
|
|
(4,025 |
) |
Decrease (increase) in accounts receivable |
|
|
(104,255 |
) |
|
|
53,997 |
|
|
|
262,285 |
|
Decrease (increase) in other receivables |
|
|
(216,985 |
) |
|
|
9,570 |
|
|
|
(45,456 |
) |
Increase in other receivables from related parties |
|
|
— |
|
|
|
— |
|
|
|
(12 |
) |
Decrease (increase) in prepayment |
|
|
1,487,667 |
|
|
|
(1,742,690 |
) |
|
|
(81,604 |
) |
Decrease (increase) in other current assets |
|
|
64,889 |
|
|
|
83,544 |
|
|
|
(58,933 |
) |
Increase in other non-current assets |
|
|
— |
|
|
|
— |
|
|
|
(1,992 |
) |
Increase (decrease) in contract liabilities |
|
|
133,366 |
|
|
|
467,503 |
|
|
|
(264,301 |
) |
Increase (decrease) in accounts payable |
|
|
164,045 |
|
|
|
(116,125 |
) |
|
|
569,998 |
|
Increase (decrease) in other payable |
|
|
(383,445 |
) |
|
|
786,680 |
|
|
|
(52,108 |
) |
Increase in provisions |
|
|
5,651 |
|
|
|
26,563 |
|
|
|
42,381 |
|
Increase (decrease) in other payable from related parties |
|
|
(8,014 |
) |
|
|
(8,236 |
) |
|
|
18,569 |
|
Decrease in other current liabilities |
|
|
(139,654 |
) |
|
|
(7,598 |
) |
|
|
(64,457 |
) |
Decrease in other non-current liabilities |
|
|
— |
|
|
|
— |
|
|
|
(64,951 |
) |
Cash used in operations |
|
|
(11,393,562 |
) |
|
|
(9,022,448 |
) |
|
|
(5,369,441 |
) |
Interest received |
|
|
75,836 |
|
|
|
75,103 |
|
|
|
96,575 |
|
Interest paid |
|
|
(223,358 |
) |
|
|
(114,823 |
) |
|
|
(107,438 |
) |
Income taxes paid |
|
|
10,189 |
|
|
|
(8,112 |
) |
|
|
(35,168 |
) |
Net cash used in operating activities |
|
|
(11,530,895 |
) |
|
|
(9,070,280 |
) |
|
|
(5,415,472 |
) |
OBOOK HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
(Expressed in U.S. Dollars)
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Acquisition of property, plant and equipment |
|
|
(538,060 |
) |
|
|
(151,964 |
) |
|
|
(141,620 |
) |
Acquisition of intangible assets |
|
|
(129,158 |
) |
|
|
(106,078 |
) |
|
|
(20,517 |
) |
Proceeds from disposal of intangible assets |
|
|
— |
|
|
|
98 |
|
|
|
11,291 |
|
Decrease in other financial assets-current |
|
|
— |
|
|
|
— |
|
|
|
32,568 |
|
Increase in other financial assets-non-current |
|
|
— |
|
|
|
(62,125 |
) |
|
|
(131,262 |
) |
Increase in guarantee deposits paid |
|
|
(7,831 |
) |
|
|
(326,042 |
) |
|
|
(65,725 |
) |
Decrease in guarantee deposits paid |
|
|
84,899 |
|
|
|
101,769 |
|
|
|
10,739 |
|
Prepaid equipment costs |
|
|
(17,248 |
) |
|
|
(205,672 |
) |
|
|
— |
|
Acquisition of subsidiaries, net of cash and restricted cash acquired |
|
|
— |
|
|
|
— |
|
|
|
3,650,605 |
|
Net cash flows from (used in) investing activities |
|
|
(607,398 |
) |
|
|
(750,014 |
) |
|
|
3,346,079 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term borrowings |
|
|
— |
|
|
|
1,186,709 |
|
|
|
— |
|
Repayments of long-term borrowings |
|
|
(349,698 |
) |
|
|
(831,391 |
) |
|
|
(335,574 |
) |
Repayments of preference share liabilities |
|
|
(1,930,240 |
) |
|
|
(101,592 |
) |
|
|
— |
|
Repayments of installment payables |
|
|
(16,129 |
) |
|
|
(13,865 |
) |
|
|
— |
|
Decrease in other payables from related parties |
|
|
(122,951 |
) |
|
|
(216,478 |
) |
|
|
(228,096 |
) |
Increase (decrease) in other current liabilities – receipts under custody |
|
|
(1,851,684 |
) |
|
|
923,093 |
|
|
|
(696,133 |
) |
Increase in guarantee deposits received |
|
|
13,019 |
|
|
|
35,801 |
|
|
|
25,497 |
|
Decrease in guarantee deposits received |
|
|
(19,765 |
) |
|
|
(9,557 |
) |
|
|
(10,752 |
) |
Advance receipts for share capital |
|
|
16,569,700 |
|
|
|
9,170,000 |
|
|
|
10,834,290 |
|
Advance receipts for preference share liabilities |
|
|
— |
|
|
|
— |
|
|
|
98,554 |
|
Payments of lease liabilities |
|
|
(1,243,628 |
) |
|
|
(781,844 |
) |
|
|
(763,225 |
) |
Proceeds from non-current financial liabilities at fair value through profit |
|
|
2,550,000 |
|
|
|
— |
|
|
|
430,000 |
|
Payment of non-current financial liabilities at fair value through profit or |
|
|
— |
|
|
|
(100,000 |
) |
|
|
(300,000 |
) |
Acquisition of equity interest in subsidiary |
|
|
— |
|
|
|
— |
|
|
|
(1,517,730 |
) |
Dividends paid to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
(20,136 |
) |
Net cash flows from financing activities |
|
|
13,598,624 |
|
|
|
9,260,876 |
|
|
|
7,516,695 |
|
Effect of exchange rate changes on cash and restricted cash |
|
|
(827,284 |
) |
|
|
1,284,168 |
|
|
|
(31,128 |
) |
Net increase in cash and restricted cash |
|
|
633,047 |
|
|
|
724,750 |
|
|
|
5,416,174 |
|
Cash and restricted cash at beginning of year |
|
|
8,721,758 |
|
|
|
7,997,008 |
|
|
|
2,580,834 |
|
Cash and restricted cash at end of year |
|
$ |
9,354,805 |
|
|
|
8,721,758 |
|
|
|
7,997,008 |
|
Reconciliations of Each Non-IFRS Financial Measures (Adjusted Measures)
Adjusted Costs of Revenue
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
US$000 |
|
|
US$000 |
|
|
US$000 |
|
|||
Costs of revenue |
|
|
(5,130 |
) |
|
|
(6,563 |
) |
|
|
(7,660 |
) |
SBC Adjustment |
|
|
— |
|
|
|
— |
|
|
|
919 |
|
Adjusted costs of revenue |
|
|
(5,130 |
) |
|
|
(6,563 |
) |
|
|
(6,741 |
) |
Adjusted gross profit |
|
|
1,269 |
|
|
|
1,007 |
|
|
|
1,120 |
|
Excluding share-based compensation, Adjusted costs of revenue increased from US$6.6 million in 2024 to US$6.7 million in 2025, an increase of approximately 2.7%, primarily reflecting the continued growth of our payment business. As a result, Adjusted gross profit improved from US$1.0 million to US$1.1 million, and Adjusted gross margin improved from 13.3% to 14.2%, primarily attributable to a favorable shift in our revenue mix, as OwlNest subscription fees grew as a proportion of total revenue from approximately 10.0% in 2024 to 12.2% in 2025.
Adjusted Marketing and Sales Expenses
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
US$000 |
|
|
US$000 |
|
|
US$000 |
|
|||
Marketing and sales |
|
|
(2,456 |
) |
|
|
(2,120 |
) |
|
|
(3,645 |
) |
SBC Adjustment |
|
|
— |
|
|
|
— |
|
|
|
1,600 |
|
Adjusted marketing and sales |
|
|
(2,456 |
) |
|
|
(2,120 |
) |
|
|
(2,045 |
) |
Excluding share-based compensation, Adjusted marketing and sales expenses decreased from US$2.1 million in 2024 to US$2.0 million in 2025, a decrease of approximately 3.5%, primarily attributable to our adoption of AI-assisted tools for content creation and marketing production, which reduced our reliance on third-party service providers, partially offset by an increase in headcount-related costs as we expanded our sales team.
Adjusted General and Administrative Expenses
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
US$000 |
|
|
US$000 |
|
|
US$000 |
|
|||
General and administrative |
|
|
(3,361 |
) |
|
|
(5,232 |
) |
|
|
(21,712 |
) |
SBC Adjustment |
|
|
— |
|
|
|
— |
|
|
|
9,997 |
|
Adjusted general and administrative |
|
|
(3,361 |
) |
|
|
(5,232 |
) |
|
|
(11,715 |
) |
Excluding share-based compensation, Adjusted general and administrative expenses increased from US$5.2 million in 2024 to US$11.7 million in 2025, an increase of US$6.5 million, primarily driven by (i) an increase in legal and professional service fees from US$1.9 million to US$7.3 million, and (ii) media, marketing, and other professional service expenses of US$1.5 million incurred in connection with our Nasdaq listing, both of which were primarily non-recurring in nature.
Adjusted Research and Development Expenses
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
US$000 |
|
|
US$000 |
|
|
US$000 |
|
|||
Research and development |
|
|
(2,231 |
) |
|
|
(2,571 |
) |
|
|
(7,042 |
) |
SBC Adjustment |
|
|
— |
|
|
|
— |
|
|
|
4,295 |
|
Adjusted research and development |
|
|
(2,231 |
) |
|
|
(2,571 |
) |
|
|
(2,747 |
) |
Excluding share-based compensation, Adjusted research and development expenses increased from US$2.6 million in 2024 to US$2.7 million in 2025, primarily driven by continued investment in our payment infrastructure and compliance capabilities.