奥丁丁美股招股说明书(2025-10-16版)

OBOOK Holdings Inc. 4,729,695 Class A Common Shares This prospectus relates to registration of the resale of up to 4,729,695 ClassA Common Shares of OBOOK Holdings Inc., by our shareholders identified in this prospectus, referred toas the registered shareholders. Unlike an initial public offering, the resale by the registered shareholders is not being underwritten by any investment bank. The registered shareholders may, ormay not, elect to sell their Class A Common Shares covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on theNasdaq Global Market of the Nasdaq Stock Market LLC, or Nasdaq, at prevailing market prices. See the section titled “Plan of Distribution.” If the registered shareholders choose to sell theirClass A Common Shares, we will not receive any proceeds from the sale of Class A Common Shares by the registered shareholders. No public market for our shares currently exists. Our Class A Common Shares have an extremely limited history of trading in private transactions. From January 2023 to June 2024,we sold an aggregate of 2,757,168 shares of Class A Common Shares to investors in a private placement, at a price of US$6.53 per share. From November 2024 to February 2025, we sold anaggregate of 400,000 shares of Class A Common Shares to investors in a private placement, at a price of US$7.40 per share. From April 2025 to August 2025, we sold an aggregate of1,560,970 shares of Class A Common Shares to investors in a private placement, at a price of US$10.00 per share. All such share sales were in private placements outside of the United Statesto non-U.S. persons in reliance on Regulation S under the Securities Act or pursuant to other applicable safe harbors or exemptions under the Securities Act. For more information, see thesection titled “Sale Price History of Our Class A Common Shares.” Our recent trading prices in private transactions may have little or no relation to the opening public price of our Class ACommon Shares on Nasdaq or the subsequent trading price of our Class A Common Shares on Nasdaq. Further, the listing of our Class A Common Shares on Nasdaq without an underwritteninitial public offering is a novel method for commencing public trading in our Class A Common Shares, and consequently, the trading volume and price of our Class A Common Shares maybe more volatile than if our Class A Common Shares were initially listed in connection with an underwritten initial public offering. On the day that our Class A Common Shares are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin tocontinuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the“Display Only” period, a “Pre-Launch” period begins, during which D. Boral Capital LLC, or the Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are“ready to trade.” Once the Advisor has notified Nasdaq that our Class A Common Shares are ready to trade, Nasdaq will confirm the Current Reference Price for our Class A Common Shares,in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price andregular trading of our Class A Common Shares on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under Nasdaq rules, the “CurrentReference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number oforders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e., minimizes the number of shares that would remain unmatched at suchprice); (iii) if more than one price exists under (ii), then it is the entered price (i.e., the specified price entered in an order by a customer to buy or sell) at which our Class A Common Shareswill remain unmatched (i.e., will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as ourfinancial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. The registered shareholders will not be involved in Nasdaq’s price-setting mechanism, including any decision to delay or p